TBS INTERNATIONAL LIMITED &
SUBSIDIARIES                                                              EXHIBIT 10.1
  Published
CUSIP Number: 87220MAA0


AMENDED
AND RESTATED CREDIT AGREEMENT




Dated as
of March 26, 2008




among




ALBEMARLE
MARITIME CORP.


ARDEN
MARITIME CORP.


AVON
MARITIME CORP.


BIRNAM
MARITIME CORP.


BRISTOL
MARITIME CORP.


CHESTER
SHIPPING CORP.


DARBY
NAVIGATION CORP.


DOVER
MARITIME CORP.


ELROD
SHIPPING CORP.


EXETER
SHIPPING CORP.


FRANKFORT
MARITIME CORP.


GLENWOOD
MARITIME CORP.


HANSEN
SHIPPING CORP.


HENLEY
MARITIME CORP.


HUDSON
MARITIME CORP.


MONTROSE
MARITIME  CORP.


OLDCASTLE
SHIPPING CORP.


RECTOR
SHIPPING CORP.


REMSEN
NAVIGATION CORP.


SHEFFIELD
MARITIME CORP.


SHERMAN
MARITIME CORP.


STERLING
SHIPPING CORP.


STRATFORD
SHIPPING CORP.


VERNON
MARITIME CORP.


WINDSOR
MARITIME CORP.,





AND
THE OTHER PERSONS NAMED HEREIN


AS
BORROWERS FROM TIME TO TIME


as the
Borrowers,





TBS
INTERNATIONAL LIMITED,




as
Holdings and as a Guarantor




TBS
SHIPPING SERVICES INC.,




as
Administrative Borrower




BANK OF AMERICA,
N.A.,




as
Administrative Agent, Swing Line Lender and




L/C
Issuer,




The
Other Lenders Party Hereto,




CITIBANK,
N.A.




DVB GROUP MERCHANT BANK (ASIA)
LTD.,




as
co-Syndication Agents




TD
BANKNORTH, N.A.,




as
Documentation Agent




and




BANC OF AMERICA SECURITIES
LLC,


as Sole
Lead Arranger and Sole Book Manager





ARTICLE I.
            DEFINITIONS
      AND ACCOUNTING TERMS
            1




1.01.Defined
      Terms1




1.02.Other
      Interpretive Provisions37




1.03.Accounting
      Terms37




1.04.Rounding38




1.05.Times
      of Day38




1.06.Letter
      of Credit Amounts38




1.07.Currency
      Equivalents Generally38




ARTICLE
      II.THE COMMITMENTS AND CREDIT
EXTENSIONS39




2.01.The
      Loans39




2.02.Borrowings,
      Conversions and Continuations of
Loans39




2.03.Letters
      of Credit41




2.04.Swing
      Line Loans50




2.05.Prepayments53




2.06.Termination
      or Reduction of Commitments55




2.07.Repayment
      of Loans56




2.08.Interest56




2.09.Fees57




2.10.Computation
      of Interest and Fees58




2.11.Evidence
      of Debt58




2.12.Payments
      Generally; Administrative Agent’s
Clawback59




2.13.Sharing
      of Payments by Lenders61




2.14.Additional
      Borrowers61




2.15.Joint
      and Several Liability of the
Borrowers63




ARTICLE
      III.TAXES, YIELD PROTECTION AND
ILLEGALITY64




3.01.Taxes64




3.02.Illegality66




3.03.Inability
      to Determine Rates66




3.04.Increased
      Costs67




3.05.Compensation
      for Losses68




3.06.Mitigation
      Obligations; Replacement of
Lenders69




3.07.Survival69




ARTICLE
      IV.CONDITIONS PRECEDENT TO CREDIT
EXTENSIONS69




4.01.Conditions
      of Initial Credit Extension69




4.02.Conditions
      to all Credit Extensions75




ARTICLE
      V.REPRESENTATIONS AND WARRANTIES76




5.01.Existence,
      Qualification and Power76




5.02.Authorization;
      No Contravention77




5.03.Governmental
      Authorization; Other Consents77




5.04.Binding
      Effect77




5.05.Financial
      Statements; No Material Adverse Effect; No Internal Control
      Event77




5.06.Litigation78




5.07.No
      Default78




5.08.Ownership
      of Property; Liens; Investments78




5.09.Environmental
      Compliance79




5.10.Insurance80




5.11.Taxes80




5.12.ERISA
      Compliance80




5.13.Subsidiaries;
      Equity Interests; Loan Parties81




5.14.Margin
      Regulations; Investment Company Act; Public Utility Holding Company
      Act82




5.15.Disclosure82




5.16.Compliance
      with Laws82




5.17.Intellectual
      Property; Licenses, Etc82




5.18.Solvency83




5.19.Casualty,
      Etc83




5.20.Labor
      Matters83




5.21.Collateral
      Documents83




5.22.Not
      “National”; Etc83




5.23.Ownership
      of Borrowers84




5.24.Veracity
      of Statements84




5.25.Place
      of Business84




5.26.All
      Subsidiaries84




5.27.Vessels84




5.28.Representations
      as to Foreign Obligors85




ARTICLE
      VI.AFFIRMATIVE COVENANTS86




6.01.Financial
      Statements86




6.02.Certificates;
      Other Information87




6.03.Notices90




6.04.Payment
      of Obligations91




6.05.Preservation
      of Existence, Etc91




6.06.Maintenance
      of Properties91




6.07.Maintenance
      of Insurance91




6.08.Compliance
      with Laws91




6.09.Books
      and Records92




6.10.Inspection
      Rights92




6.11.Use
      of Proceeds92




6.12.Covenant
      to Guarantee Obligations and Give
Security92




6.13.Compliance
      with Environmental Laws96




6.14.Preparation
      of Environmental Reports96




6.15.Further
      Assurances97




6.16.Charters97




6.17.Lien
      and Title Searches97




6.18.Charters
      of Excluded Subsidiaries97




6.19.Valuations
      and Inspections98




6.20.Recognition
      by Philippine Maritime Industry Authority;
Etc98




6.21.Obligor
      Group Requirement99




6.22.Concerning
      the Vessels99




6.23.Dissolution
      of Entities99




ARTICLE
      VII.NEGATIVE COVENANTS100




7.01.Liens100




7.02.Indebtedness101




7.03.Investments102




7.04.Fundamental
      Changes104




7.05.Dispositions104




7.06.Restricted
      Payments105




7.07.Vessels106




7.08.Approved
      Manager106




7.09.Change
      in Nature of Business106




7.10.Transactions
      with Affiliates107




7.11.Burdensome
      Agreements107




7.12.Use
      of Proceeds107




7.13.Financial
      Covenants.107




7.14.Financing
      Agreements108




7.15.Amendments
      of Organization Documents, Etc108




7.16.Accounting
      Changes108




7.17.Prepayments,
      Etc. of Indebtedness108




7.18.Holding
      Company108




7.19.Net
      Present Rental Value109




ARTICLE
      VIII.EVENTS OF DEFAULT AND
REMEDIES109




8.01.Events
      of Default109




8.02.Remedies
      upon Event of Default112




8.03.Application
      of Funds112




ARTICLE
      IX.ADMINISTRATIVE AGENT113




9.01.Appointment
      and Authority113




9.02.Rights
      as a Lender114




9.03.Exculpatory
      Provisions114




9.04.Reliance
      by Administrative Agent115




9.05.Delegation
      of Duties115




9.06.Resignation
      of Administrative Agent115




9.07.Non-Reliance
      on Administrative Agent and Other
Lenders116




9.08.No
      Other Duties, Etc117




9.09.Administrative
      Agent May File Proofs of Claim117




9.10.Collateral
      and Guaranty Matters117




ARTICLE
      X.CONTINUING GUARANTY118




10.01.Guaranty118




10.02.Rights
      of Lenders119




10.03.Certain
      Waivers119




10.04.Obligations
      Independent119




10.05.Subrogation119




10.06.Termination;
      Reinstatement120




10.07.Subordination120




10.08.Stay
      of Acceleration120




10.09.Condition
      of Borrowers120




ARTICLE
      XI.MISCELLANEOUS121




11.01.Amendments,
      Etc121




11.02.Notices;
      Effectiveness; Electronic Communications,
Etc123




11.03.No
      Waiver; Cumulative Remedies125




11.04.Expenses;
      Indemnity; Damage Waiver125




11.05.Payments
      Set Aside127




11.06.Successors
      and Assigns127




11.07.Treatment
      of Certain Information;
Confidentiality132




11.08.Right
      of Setoff133




11.09.Interest
      Rate Limitation133




11.10.Counterparts;
      Integration; Effectiveness134




11.11.Survival
      of Representations and
Warranties134




11.12.Severability134




11.13.Replacement
      of Lenders134




11.14.Governing
      Law; Jurisdiction; Etc135




11.15.Waiver
      of Jury Trial136




11.16.No
      Advisory or Fiduciary
Responsibility136




11.17.USA
      PATRIOT Act Notice137




11.18.Time
      of the Essence137




11.19.ENTIRE
      AGREEMENT137




11.20.TBS
      Shipping Services Inc. as Administrative
  Borrower137




ARTICLE
      XII.TRANSITIONAL ARRANGEMENTS138




12.01.Existing
      Credit Agreement Superseded138




12.02.Interest
      and Fees under Superseded
Agreement138







SCHEDULES




2.01(a)                 Commitments
and Applicable Percentages


2.01(b)                 Appraisers


5.05                 Supplement
to Interim Financial Statements


5.08(b)                 Existing
Liens


5.08(c)                 Owned
Real Property


5.08(d)(i)                      Leased
Real Property (Lessee)


5.08(d)(ii)                                Leased
Real Property (Lessor)


5.08(e)                 Existing
Investments


5.13                 Subsidiaries
and Other Equity Investments; Loan Parties


5.17                 Intellectual
Property Matters


5.27                 Vessels


6.12                 Guarantors


7.02                 Existing
Indebtedness


7.08                 Approved
Managers


7.11                 Burdensome
Agreements


11.02                 Administrative
Agent’s Office, Certain Addresses for Notices





EXHIBITS




Form
of





A                 Committed
Loan Notice


B                 Swing
Line Loan Notice


C-1                 Term
Note


C-2                 Revolving
Credit Note


D-1                 Compliance
Certificate


D-2                 Section
7.13(b) Compliance Certificate


E                 Assignment
and Assumption


F                 Borrowing
Base Certificate


AMENDED
AND RESTATED CREDIT AGREEMENT




This
AMENDED AND RESTATED
CREDIT AGREEMENT (“Agreement”) is
entered into as of March 26, 2008, among ALBEMARLE MARITIME CORP., ARDEN
MARITIME CORP., AVON MARITIME CORP., BIRNAM MARITIME CORP., BRISTOL MARITIME
CORP., CHESTER SHIPPING CORP., DARBY NAVIGATION CORP., DOVER MARITIME CORP.,
ELROD SHIPPING CORP., EXETER SHIPPING CORP., FRANKFORT MARITIME CORP., GLENWOOD
MARITIME CORP., HANSEN SHIPPING CORP., HENLEY MARITIME CORP., HUDSON MARITIME
CORP., MONTROSE MARITIME CORP., OLDCASTLE SHIPPING CORP., RECTOR SHIPPING CORP.,
REMSEN NAVIGATION CORP., SHEFFIELD MARITIME CORP., SHERMAN MARITIME CORP.,
STERLING SHIPPING CORP., STRATFORD SHIPPING CORP., VERNON MARITIME CORP. and
WINDSOR MARITIME CORP., each a corporation organized under the laws of the
Republic of the Marshall Islands, and each other Person that becomes a party
hereto as a “Borrower” pursuant to Section 2.14 hereof
(collectively, the “Borrowers” and, each
individually, a “Borrower”), TBSINTERNATIONAL
LIMITED,a corporation
formed under the laws of Bermuda (“Holdings”), TBS
SHIPPING SERVICES INC., a New York corporation, as Administrative Borrower, each
lender from time to time party hereto (collectively, the “Lenders” and
individually, a “Lender”), BANK OF
AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,
Citibank, N.A. and DVB Group Merchant Bank (Asia) Ltd., as co-Syndication
Agents, and TD Banknorth, N.A., as Documentation Agent.




PRELIMINARY
STATEMENTS:




A.           The
Borrowers, certain of the Lenders (collectively, the “Existing Lenders”),
and the Administrative Agent are parties to that certain Credit Agreement dated
as of July 31, 2006 (as amended to the date hereof, the “Existing Credit
Agreement”), pursuant to which the Existing Lenders made loans and
extended financial accommodations to the Borrowers and the L/C Issuer made
letters of credit available to the Borrowers.




B.           The
Borrowers desire to amend and restate the terms and provisions of the Existing
Credit Agreement, in the form hereof, and the Lenders and the Administrative
Agent are willing to so amend and restate the Existing Credit Agreement in order
to, among other things, modify the loans and letter of credit facilities under
the Existing Credit Agreement and the Lenders and the Administrative Agent have
agreed to such modification, all on and subject to the terms and conditions of
this Agreement.




In
consideration of the mutual covenants and agreements herein contained, the
parties hereto hereby agree to amend and restate the Existing Credit Agreement
in its entirety as follows:




ARTICLE
I.




DEFINITIONS
AND ACCOUNTING TERMS




1.01.  Defined Terms.  As
used in this Agreement, the following terms shall have the meanings set forth
below:




“Account Control
Agreements” means, collectively, the account control agreements or such
other agreements executed from time to time by a depository bank, the
Administrative Agent, any other the other parties thereto (if any) and by the
applicable Loan Party, in form and substance satisfactory to the Administrative
Agent.




“Administrative Agent”
means Bank of America in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.




“Administrative
Borrower” has the meaning provided to such term in Section
11.20.




“Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 11.02, or
such other address or account as the Administrative Agent may from time to time
notify to the Administrative Borrower and the Lenders.




“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.




“Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.




“Aggregate
Commitments” means the Commitments of all the Lenders.




“Agreement” means this
Amended and Restated Credit Agreement, together with all Schedules and Exhibits
attached hereto from time to time.




“Applicable
Percentage” means (a) in respect of the Term Facility, with respect to
any Term Lender at any time, the percentage (carried out to the ninth decimal
place) of the Term Facility represented by (i) on or prior to the Closing Date,
such Term Lender’s Term Commitment to make and/or convert the Term Loan at such
time and (ii) thereafter, the principal amount of such Term Lender’s Term Loans
at such time, and (b) in respect of the Revolving Credit Facility, with respect
to any Revolving Credit Lender at any time, the percentage (carried out to the
ninth decimal place) of the Revolving Credit Facility represented by such
Revolving Credit Lender’s Revolving Credit Commitment at such
time.  If the commitment of each Revolving Credit Lender to make
Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, or if
the Revolving Credit Commitments have expired, then the Applicable Percentage of
each Revolving Credit Lender in respect of the Revolving Credit Facility shall
be determined based on the Applicable Percentage of such Revolving Credit Lender
in respect of the Revolving Credit Facility most recently in effect, giving
effect to any subsequent assignments.  The initial Applicable
Percentage of each Lender in respect of each Facility is set forth opposite the
name of such Lender on Schedule 2.01(a) or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.







“Applicable Rate”
means (a) in respect of the Term Facility and the Revolving Credit
Facility, (i) from the Closing Date to the date on which the Administrative
Agent receives a Compliance Certificate pursuant to Section 6.02(b)
for the fiscal quarter ending September 30, 2008, the greater of (x) the
applicable percentage per annum set forth below determined by reference to the
Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(b)
or (y) the rate set forth in Pricing Level II and (ii) thereafter, the
applicable percentage per annum set forth below determined by reference to the
Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(b):




Pricing
      Level
            Consolidated
      Leverage Ratio
            Eurodollar
      Rate
              (Letter
      of Credit Fee)
            Base
      RateI
            > 2.25:1.00
            275.0
            125.0II
            <2.25:1.00
      but > 1.50:1.00
            225.0
            75.0III
            <1.50:1.00
      but > 1.00:1.00
            175.0
            25.0IV
            <
      1.00:1.00
            125.0
            0




Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section6.02(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level I shall apply in respect of the Term Facility
and the Revolving Credit Facility as of the first Business Day after the date on
which such Compliance Certificate was required to have been
delivered.






Notwithstanding
the foregoing to the contrary, in the event either the Borrowers or the
Administrative Agent determines, in good faith, that the calculation of the
Consolidated Leverage Ratio on which the Applicable Rate for any particular
period was determined is inaccurate and, as a consequence thereof, the
Applicable Rate was lower or higher than it would have been, (i) the Borrowers
shall promptly (but in any event within ten (10) Business Days) deliver (after
the Borrowers discover such inaccuracy or the Borrowers are notified by the
Administrative Agent of such inaccuracy, as the case may be) to the
Administrative Agent correct financial statements for such period (and if such
financial statements are not accurately restated and delivered within thirty
(30) days after the first discovery of such inaccuracy by the Borrowers or such
notice, as the case may be, and the Applicable Rate was lower than it should
have been, then Pricing Level I shall apply retroactively for such period until
such time as the correct financial statements are delivered and, upon the
delivery of such corrected financial statements, thereafter the corrected
Pricing Level shall apply for such period), (ii) the Administrative Agent shall
determine and notify the Borrowers of the amount of interest that would have
been due in respect of outstanding Obligations, if any, during such period had
the Applicable Rate been calculated based on the correct Consolidated Leverage
Ratio (or, to the extent applicable, the Pricing Level I Applicable Rate if such
corrected financial statements were not delivered as provided herein) and (iii)
the applicable Borrower shall promptly pay to the Administrative Agent the
difference, if any, between that amount and the amount actually paid in respect
of such period.  The foregoing notwithstanding shall in no way limit
the rights of the Administrative Agent or the Lenders to exercise their rights
to impose the rate of interest applicable during an Event of Default as provided
herein.




“Applicable Commitment Fee
Percentage” means, at any time, (a) from the Closing Date to the
date on which the Administrative Agent receives a Compliance Certificate
pursuant to Section 6.02(b)
for the fiscal quarter ending September 30, 2008, the greater of (x) the
applicable percentage per annum set forth below determined by reference to the
Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(b)
or (y) the rate set forth in Pricing Level II and (b) thereafter, the
applicable percentage per annum set forth below determined by reference to the
Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section6.02(b):







Pricing
      Level
            Consolidated
      Leverage Ratio
            Commitment
      FeeI
            > 2.25:1.00
            60.0II
            <2.25:1.00
      but > 1.50:1.00
            50.0III
            <1.50:1.00
      but > 1.00:1.00
            45.0IV
            <
      1.00:1.00
            40.0




Any
increase or decrease in the Applicable Commitment Fee Percentage resulting from
a change in the Consolidated Leverage Ratio shall become effective as of the
first Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section6.02(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level I shall apply as of the first Business Day after the
date on which such Compliance Certificate was required to have been
delivered.




“Applicable Foreign Obligor
Documents” has the meaning specified in Section
5.28(a).




“Applicable Revolving Credit
Percentage” means with respect to any Revolving Credit Lender at any
time, such Revolving Credit Lender’s Applicable Percentage in respect of the
Revolving Credit Facility at such time.




“Applicant Borrower”
has the meaning specified in Section
2.14.




“Appraiser” means any
of the ship inspectors, surveyors, consultants or sale and purchase brokerage
companies identified in Schedule 2.01(b)
hereto, and any other independent inspector, surveyor, consultant or sale and
purchase ship brokerage company that the Administrative Agent may in its sole
discretion, approve from time to time for purposes of this
Agreement.




“Appropriate Lender”
means, at any time, (a) with respect to any of the Term Facility or the
Revolving Credit Facility, a Lender that has a Commitment with respect to such
Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such
time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C
Issuer and (ii) if any Letters of Credit have been issued pursuant to Section2.03(a), the
Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit,
(i) the Swing Line Lender and (ii) if any Swing Line Loans are
outstanding pursuant to Section2.04(a), the
Revolving Credit Lenders.




“Approved Fund” means
any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.




“Approved Manager”
means any of the ship management companies identified in Schedule 7.08 hereto,
or any other company that the Administrative Agent may, in its sole discretion,
approve from time to time as the technical manager of the Vessels.




“Approved Manager’s
Undertakings” means, collectively, (i) the Existing Manager’s
Undertakings and (ii) each of the undertakings to be made by an Approved Manager
in favor of the Administrative Agent in respect of a Vessel and in form and
substance satisfactory to the Administrative Agent.




“Arranger” means Banc
of America Securities LLC, in its capacity as sole lead arranger and sole book
manager.




“Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.




“Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section11.06(b), and
accepted by the Administrative Agent, in substantially the form of Exhibit E or any
other form approved by the Administrative Agent.




“Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized Lease
of any Person, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP, (b) in
respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease or similar payments under the relevant lease or other applicable
agreement or instrument that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP if such lease or other
agreement or instrument were accounted for as a Capitalized Lease and (c) all
Synthetic Debt of such Person.




“Audited Financial
Statements” means the audited consolidated balance sheet of Holdings and
its Subsidiaries for the fiscal year ended December 31, 2006, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year of Holdings and its Subsidiaries, including the notes
thereto.




“Auto-Extension Letter of
Credit” has the meaning specified in Section
2.03(b).




“Auto-Reinstatement Letter of
Credit” has the meaning specified in Section
2.03(b).




“Availability” means
the lesser of (a) the Loan Value, minus the Total Outstandings
and (b) the Revolving Credit Facility, minus the Total Revolving
Credit Outstandings.




“Availability Period”
means in respect of the Revolving Credit Facility, the period from and including
the Closing Date to the earliest of (a) the Maturity Date for the Revolving
Credit Facility, (b) the date of termination of the Revolving Credit Commitments
pursuant to Section2.06, and (c) the
date of termination of the commitment of each Revolving Credit Lender to make
Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section8.02.




“Bank of America”
means Bank of America, N.A. and its successors.




“Bank of America Master
Agreement” means the Master Agreement (on the 2002 ISDA form as amended)
dated as of June 28, 2005 among the Borrowers, Holdings and the Bank of America,
as amended by that certain Amendment to Master Agreement, dated as of July 31,
2006, as further amended by that certain Amendment to Master Agreement, dated as
of January 1, 2007, as further amended by that certain Amendment to Master
Agreement, dated as of March 26, 2008, pursuant to which the Borrowers, Holdings
and Bank of America may enter into one or more interest rate swap transactions
to hedge the Borrowers’ exposure under this Agreement to interest rate
fluctuations, and includes all transactions from time to time entered into and
confirmations from time to time exchanged under such Master Agreement, and any
amending, supplementing or replacement agreements made from time to time in
respect of such Bank of America Master Agreement.




“Base Rate” means for
any day a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus
1/2 of 1% and (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime
rate.”  The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in such rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public
announcement of such change.




“Base Rate Loan” means
a Revolving Credit Loan or a Term Loan that bears interest based on the Base
Rate.




“Borrowers” has the
meaning specified in the introductory paragraph hereto.




“Borrower Materials”
has the meaning specified in Section6.02.




“Borrowing” means a
Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the
context may require.




“Borrowing Base
Certificate” means a certificate substantially in the form of Exhibit F.




“Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where
the Administrative Agent’s Office is located and, if such day relates to any
Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits
are conducted by and between banks in the London interbank eurodollar
market.




“Capital Expenditures”
means, with respect to any Person for any period, any expenditure in respect of
the purchase or other acquisition of any fixed or capital asset (excluding
normal replacements and maintenance which are properly charged to current
operations).  For purposes of this definition, the purchase price of
equipment that is purchased simultaneously with the trade-in of existing
equipment or with insurance proceeds shall be included in Capital Expenditures
only to the extent of the gross amount by which such purchase price exceeds the
credit granted by the seller of such equipment for the equipment being traded in
at such time or the amount of such insurance proceeds, as the case may
be.




“Capitalized Leases”
means all leases that have been or should be, in accordance with GAAP, recorded
as capitalized leases.




“Cash Collateralize”
has the meaning specified in Section2.03(g).




“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the
Holdings or any of its Subsidiaries free and clear of all Liens (other than
Liens created under the Collateral Documents and other Liens permitted
hereunder):




(a)           readily
marketable obligations issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof having
maturities of not more than 360 days from the date of acquisition thereof; provided that the
full faith and credit of the United States of America is pledged in support
thereof;




(b)           time
deposits with, or insured certificates of deposit or bankers’ acceptances of,
any commercial bank that (i) (A) is a Lender or (B) is organized under the laws
of the United States of America, any state thereof or the District of Columbia
or is the principal banking subsidiary of a bank holding company organized under
the laws of the United States of America, any state thereof or the District of
Columbia, and is a member of the Federal Reserve System, (ii) issues (or the
parent of which issues) commercial paper rated as described in clause (c) of
this definition and (iii) has combined capital and surplus of at least
$1,000,000,000, in each case with maturities of not more than 90 days from the
date of acquisition thereof;




(c)           commercial
paper issued by any Person organized under the laws of any state of the United
States of America and rated at least “Prime-1” (or the then equivalent
grade) by Moody’s or at least “A-1” (or the then equivalent grade) by
S&P, in each case with maturities of not more than 180 days from the date of
acquisition thereof; and




(d)           Investments,
classified in accordance with GAAP as current assets of the Borrowers or any of
their Subsidiaries, in money market investment programs registered under the
Investment Company Act of 1940, which are administered by financial institutions
that have the highest rating obtainable from either Moody’s or S&P, and the
portfolios of which are limited solely to Investments of the character, quality
and maturity described in clauses (a), (b) and (c) of this
definition.




“Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.




“Cash Management Bank”
means any Person that, at the time it enters into a Cash Management Agreement,
is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash
Management Agreement.




“CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of
1980.




“CERCLIS” means the
Comprehensive Environmental Response, Compensation and Liability Information
System maintained by the U.S. Environmental Protection Agency.




“CFC” means a Person
that is a controlled foreign corporation under Section 957 of the
Code.




“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority.




“Change of Control”
means an event or series of events by which:




(a)           the
Equity Investors cease to own, directly or indirectly, and control,
collectively, at least 33 1/3% of the issued and outstanding equity securities
of Holdings entitled to vote for members of the board of directors or equivalent
governing body of Holdings on a fully-diluted basis; or




(b)           any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such
person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) other than
the Equity Investors becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have “beneficial ownership” of all securities that such
person or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time (such right, an “option right”)),
directly or indirectly, of 25% or more of the equity securities of Holdings
entitled to vote for members of the board of directors or equivalent governing
body of Holdings on a fully-diluted basis (and taking into account all such
securities that such “person” or “group” has the right to acquire pursuant to
any option right); or




(c)           during
any period of 24 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of Holdings cease to be composed of
individuals (i) who were members of that board or equivalent governing body on
the first day of such period, (ii) whose election or nomination to that board or
equivalent governing body was approved by individuals referred to in clause (i)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was approved by
individuals referred to in clauses (i) and (ii) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any
individual whose initial nomination for, or assumption of office as, a member of
that board or equivalent governing body occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of
one or more directors by any person or group other than a solicitation for the
election of one or more directors by or on behalf of the board of directors);
or




(d)           any
Person or two or more Persons acting in concert shall have acquired by contract
or otherwise, or shall have entered into a contract or arrangement that, upon
consummation thereof, will result in its or their acquisition of the power to
exercise, directly or indirectly, a controlling influence over the management or
policies of Holdings, or control over the equity securities of Holdings entitled
to vote for members of the board of directors or equivalent governing body of
Holdings on a fully-diluted basis (and taking into account all such securities
that such Person or Persons have the right to acquire pursuant to any option
right) representing 25% or more of the combined voting power of such securities;
or




(e)           Holdings
shall cease, directly or indirectly, to own and control legally and beneficially
all of the Equity Interests in any Borrower or any Guarantor.




“Charter” means, with
respect to each Vessel, each Philippine Charter with respect to such Vessel and
each time charter entered into from time to time by any Charterer with respect
to such Vessel.




“Charterer” means,
with respect to any Vessel, each of the Philippine Charterers, Holdings and
Holdings’ Affiliates, but only so long as it shall charter any
Vessel.




“Charter Assignments”
means, collectively, (i) each Philippine Charter Assignment and (ii) each other
charter assignments; in each case, in form and substance satisfactory to the
Administrative Agent, entered into between the relevant Loan Parties, the
relevant Charterer and the Administrative Agent.




“Classification
Society” means, in respect of any Vessel, American Bureau of Shipping,
Lloyd’s Register of Shipping, Det Norske Veritas, Nippon Kaiji Kyokai or, in any
case, such other classification society as is selected by the Borrowers with the
prior written consent of the Administrative Agent.




“Closing Date” means
the first date all the conditions precedent in Section4.01 are
satisfied or waived in accordance with Section11.01.




“Code” means the
Internal Revenue Code of 1986.




“Collateral” means all
of the “Collateral” referred
to in the Collateral Documents and all of the other property that is or is
intended under the terms of the Collateral Documents to be subject to Liens in
favor of the Administrative Agent for the benefit of the Secured
Parties.




“Collateral Documents”
means, collectively, the Security Agreement, the Securities Pledge Agreement,
the Vessel Collateral Documents, the Account Control Agreements, the Securities
Account Control Agreements, Omnibus Amendment, Omnibus Vessel Collateral
Amendment, Omnibus Amendment to Approved Manager’s Undertaking, any other
security agreements, pledge agreements, mortgages, intellectual property
security agreements or other similar agreements delivered to the Administrative
Agent pursuant to this Agreement or the other Loan Documents, any supplements
delivered in connection with any such documents, and each of the other
agreements, instruments, documents or supplements that creates or purports to
create a Lien in favor of the Administrative Agent for the benefit of the
Secured Parties.




“Commitment” means a
Term Commitment or a Revolving Credit Commitment, as the context may
require.




“Committed Loan
Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit
Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a
continuation of Eurodollar Rate Loans, pursuant to Section2.02(a), which,
if in writing, shall be substantially in the form of Exhibit
A.




“Commitment Letter”
means the Commitment Letter, dated as of February 4, 2008, among the Agent, the
Arranger, and Holdings.




“Compliance
Certificate” means a certificate substantially in the form of Exhibit
D-1.




“Consolidated EBITDA”
means, at any date of determination, an amount equal to Consolidated Net Income
of Holdings and its Subsidiaries on a consolidated basis for the most recently
completed Measurement Period, plus (a) the
following to the extent deducted in calculating such Consolidated Net Income
(and without duplication):  (i) Consolidated Interest Charges, (ii)
the provision for Federal, state, local and foreign income taxes payable, (iii)
depreciation and amortization expense and (iv) net losses from the sales of
vessels as permitted under this Agreement (in each case of or by Holdings and
its Subsidiaries for such Measurement Period) and minus (b) the
following to the extent included in calculating such Consolidated Net Income,
all net gains from the sales of vessels as permitted under this Agreement (in
each case of or by Holdings and its Subsidiaries for such Measurement
Period).




“Consolidated Fixed Charge
Coverage Ratio” means, at any date of determination, the ratio
of (a) the result of (i) Consolidated EBITDA, less (ii) the sum of
(x) Federal, state, local and foreign income taxes paid in cash and (y)
Restricted Payments made, in each case, for the most recently completed
Measurement Period, to (b) the sum of (i) Consolidated Interest Charges for
the most recently completed Measurement Period, (ii) the aggregate principal
amount of all regularly scheduled principal payments or redemptions or similar
acquisitions for value of outstanding debt for borrowed money for the period of
twelve (12) consecutive months following such date of determination, but
excluding any principal payments to be made in respect of the Revolving Credit
Facility.




“Consolidated Funded
Indebtedness” means, as of any date of determination, for Holdings and
its Subsidiaries on a consolidated basis, the sum of (a) the outstanding
principal amount of all obligations, whether current or long-term, for borrowed
money (including Obligations hereunder) and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments, (b) all
purchase money Indebtedness, (c) all direct obligations arising under letters of
credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments, (d) all obligations in respect
of the deferred purchase price of property or services (other than trade
accounts payable in the ordinary course of business), (e) all Attributable
Indebtedness, (f) without duplication, all Guarantees with respect to
outstanding Indebtedness of the types specified in clauses (a) through
(e) above of
Persons other than the Borrowers or any Subsidiary, and (g) all Indebtedness of
the types referred to in clauses (a) through
(f) above of
any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which a Borrower or a Subsidiary is
a general partner or joint venturer, unless such Indebtedness is expressly made
non-recourse to such Borrower or such Subsidiary; provided, however, for purposes
of calculating the “Consolidated Leverage Ratio”, Consolidated Funded
Indebtedness shall not include any portion of Permitted New Vessel Construction
Indebtedness in an aggregate amount up to $150,000,000 at any time outstanding
and used to finance a multipurpose tweendeck or bulk carrier shipping vessel so
long as such vessel remains in the construction phase (i.e., such vessel has not
been delivered to Holdings or its Subsidiaries ready for fleet service and
operation).




“Consolidated Interest
Charges” means, for any Measurement Period, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses in
connection with borrowed money (including capitalized interest but excluding
capitalized interest on Permitted New Vessel Construction Indebtedness) or in
connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, (b) all interest paid or
payable with respect to discontinued operations and (c) the portion of rent
expense under Capitalized Leases that is treated as interest in accordance with
GAAP, in each case, of or by Holdings and its Subsidiaries on a consolidated
basis for the most recently completed Measurement Period.




“Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Funded Indebtedness as of such date to(b) Consolidated EBITDA
of Holdings and its Subsidiaries on a consolidated basis for the most recently
completed Measurement Period.




“Consolidated Net
Income” means, at any date of determination, the net income (or loss) of
Holdings and its Subsidiaries on a consolidated basis for the most recently
completed Measurement Period; provided that
Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary
losses for such Measurement Period, (b) the net income of any Subsidiary during
such Measurement Period to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary of such income is not
permitted by operation of the terms of its Organization Documents or any
agreement, instrument or Law applicable to such Subsidiary during such
Measurement Period, except that Holdings’ equity in any net loss of any such
Subsidiary for such Measurement Period shall be included in determining
Consolidated Net Income, and (c) any income (or loss) for such Period of any
Person if such Person is not a Subsidiary, except that Holdings’ equity in the
net income of any such Person for such Measurement Period shall be included in
Consolidated Net Income up to the aggregate amount of cash actually distributed
by such Person during such Period to Holdings or a Subsidiary as a dividend or
other distribution (and in the case of a dividend or other distribution to a
Subsidiary, such Subsidiary is not precluded from further distributing such
amount to Holdings as described in clause (b) of this
proviso).




“Consolidated Tangible Net
Worth” means, as of any date of determination, for Holdings and its
Subsidiaries on a consolidated basis, Shareholders’ Equity of Holdings and its
Subsidiaries on that date minus the Intangible
Assets of Holdings and its Subsidiaries on that date.




“Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is
bound.




“Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.




“Credit Extension”
means each of the following:  (a) a Borrowing and (b) an L/C Credit
Extension.




“Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.




“Default” means any
event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time, or both, would be an Event of
Default.




“Default Rate” means
(a) when used with respect to Obligations other than Letter of Credit Fees, an
interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per
annum; provided, however, that with
respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Loan plus 2% per annum and
(b) when used with respect to Letter of Credit Fees, a rate equal to the
Applicable Rate plus 2% per
annum.




“Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Term Loans,
Revolving Credit Loans, participations in L/C Obligations or participations in
Swing Line Loans required to be funded by it hereunder within one Business Day
of the date required to be funded by it hereunder, (b) has otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency
proceeding.




“Disposition” or
“Dispose” means
the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person (or the granting of any
option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated
therewith.




“Documentation Agent”
means TD Banknorth, N.A. in its capacities as documentation agent under any of
the Loan Documents, or any successor documentation agent.




“Dollar” and “$” mean lawful money
of the United States.




“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any political
subdivision of the United States.




“Earnings Assignments”
means, collectively, (i) the Existing Earnings Assignments and (ii) the
collateral assignments of earnings entered into by each applicable Loan Party in
favor of the Administrative Agent, in form and substance reasonably satisfactory
to the Administrative Agent.




“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 11.06(b)
(subject to such consents, if any, as may be required under Section
11.06(b)(iii)).




“Environmental Action”
means any administrative, regulatory or judicial action, suit, demand, demand
letter, claim, notice of non-compliance or violation, investigation, proceeding,
consent order or consent agreement based upon or arising out of any
Environmental Law or any Environmental Permit, including, without limitation:
(a) any claim by an Governmental Authority for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any Environmental Law
and (b) any claim by any third party seeking damages, contribution, or
injunctive relief arising from alleged injury or threat of injury to health,
safety or the environment.




“Environmental
Incident” means (a) any release of Hazardous Material from a Vessel; or
(b) any incident in which Hazardous Material is released from a vessel other
than the Vessels and which involves collision between a Vessel and such other
vessel or some other incident of navigation or operation, in either case, where
such Vessel or any of the Borrowers is actually or allegedly at fault or
otherwise liable (in whole or in part); or (c) any incident in which Hazardous
Material is released from a vessel other than a Vessel and where any of the
Vessels is actually or potentially liable to be arrested as a result thereof
and/or where any of the Borrowers are actually or allegedly at fault or
otherwise liable.




“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.




“Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrowers, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.




“Environmental Permit”
means any permit, approval, identification number, license or other
authorization required under any Environmental Law.




“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of
determination.




“Equity Investors”
means Joseph Royce, Gregg McNelis, Alkis N. Meimaris, Lawrence Blatte and James
Bayley, in each case together with their respective spouses and natural and
adopted children and any trusts created for their exclusive
benefit.




“ERISA” means the
Employee Retirement Income Security Act of 1974.




“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control
with the Borrowers within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).




“ERISA Event” means
(a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the
Borrowers or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by the Borrowers or any ERISA Affiliate
from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrowers or any ERISA
Affiliate.




“Eurodollar Base Rate”
has the meaning specified in the definition of Eurodollar Rate.




“Eurodollar Rate”
means for any Interest Period with respect to a Eurodollar Rate Loan, a rate per
annum determined by the Administrative Agent pursuant to the following
formula:




Eurodollar
      Rate  =
            Eurodollar Base
      Rate
              1.00
      – Eurodollar Reserve Percentage


Where,




“Eurodollar Base Rate”
means, for such Interest Period, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at such time for any reason,
then the “Eurodollar Base Rate” for such Interest Period shall be the rate per
annum determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America’s London Branch to major banks in the London
interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest
Period.




“Eurodollar Reserve
Percentage” means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Lender, under regulations
issued from time to time by the FRB for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as
“Eurocurrency liabilities”).  The Eurodollar Rate for each outstanding
Eurodollar Rate Loan shall be adjusted automatically as of the effective date of
any change in the Eurodollar Reserve Percentage.




“Eurodollar Rate Loan”
means a Revolving Credit Loan or a Term Loan that bears interest at a rate based
on the Eurodollar Rate.




“Event of Default” has
the meaning specified in Section
8.01.




“Event of Loss” means
any of the following events:  (x) the actual or constructive total
loss or the agreed or compromised total loss of a Vessel; or (y) the capture,
condemnation, confiscation, requisition (excluding any requisition for hire for
a fixed period not in excess of 180 days per calendar year), purchase, seizure
or forfeiture of, or any taking of title to, a Vessel.  An Event of
Loss shall be deemed to have occurred (i) in the event of an actual loss of a
Vessel, at noon Greenwich Mean Time on the date of such loss or if that is not
known on the date which such Vessel was last heard from; (ii) in the event of
damage which results in a constructive or compromised or arranged total loss of
a Vessel, at noon Greenwich Mean Time on the date of the event giving rise to
such damage; or (iii) in the case of an event referred to in clause (y) above,
at noon Greenwich Mean Time on the date on which such event is expressed to take
effect by the Person making the same.  Notwithstanding the foregoing,
if the relevant Vessel shall have been returned to the relevant Borrower
following any capture, requisition or seizure referred to in clause (y) above
prior to the date upon which payment is required to be made under Section 2.05, no
Event of Loss shall be deemed to have occurred by reason of such capture,
requisition or seizure.




“Excluded Subsidiary”
means any Subsidiary of Holdings (other than a Loan Party) which is a single
purpose entity the sole asset of which is a vessel that is not a Vessel and the
sole purpose of which is the ownership of such vessel.




“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the Borrowers hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrowers are located
and (c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrowers under Section 11.13), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender’s failure or inability (other
than as a result of a Change in Law) to comply with Section 3.01(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrowers with respect to such withholding
tax pursuant to Section
3.01(a).




“Existing Credit
Agreement” has the meaning specified in the introductory paragraph
hereto.




“Existing Earnings
Assignments” means, collectively, (i) the Master Earnings Assignment
(Borrowers), dated as of July 31, 2006 (as amended by the Omnibus Vessel
Collateral Amendment, and as otherwise amended and in effect from time to time),
among certain Borrowers in favor of the Administrative Agent and (ii) the Master
Earnings Assignment (Guarantors), dated as of July 31, 2006 (as amended by the
Omnibus Vessel Collateral Amendment, and as otherwise amended and in effect from
time to time), among certain Guarantors in favor of the Administrative Agent,
each executed in connection with the Existing Credit Agreement.




“Existing Guaranty”
means the Master Guaranty, dated as of July 31, 2006 (as amended by the Omnibus
Amendment, and as otherwise amended and in effect from time to time), made by
certain Guarantors in favor of the Secured Parties, executed in connection with
the Existing Credit Agreement.




“Existing Insurance
Assignments” means the Master Insurance Assignment, dated as of July 31,
2006 (as amended by the Omnibus Vessel Collateral Amendment, and as otherwise
amended and in effect from time to time), among certain Borrowers and certain
Philippine Charterers in favor of the Administrative Agent, executed in
connection with the Existing Credit Agreement.




“Existing Lenders” has
the meaning specified in the introductory paragraph hereto.




“Existing Manager’s
Undertakings” means, collectively, each Manager’s Undertaking, dated as
of July 31, 2006 (as amended by the Omnibus Amendment to Approved Manager’s
Undertaking, and as otherwise amended and in effect from time to time), executed
by the applicable Approved Manager in favor of the Administrative Agent, in
connection with the Existing Credit Agreement.




“Existing Mortgages”
means, collectively (i) each First Preferred Mortgages, dated as of July 31,
2006, executed and delivered by the applicable Borrower in favor of the
Administrative Agent and (ii) the First Preferred Mortgage, dated as of January
23, 2007, executed and delivered by Exeter Shipping Corp. in favor of the
Administrative Agent, each as amended by the applicable Fleet Addendum, and each
in connection with the Existing Credit Agreement,




“Existing Multi-Party
Agreements” means, collectively, (i) each Multi-Party Agreement, dated as
of July 31, 2006 (as amended by the Omnibus Vessel Collateral Amendment, and as
otherwise amended and in effect from time to time), among the applicable
Borrower, the applicable Charterers and the other parties thereto and (ii) the
Multi-Party Agreement, dated as of January 23, 2007, among Exeter Shipping Corp.
and the applicable Charters, each executed in connection with the Existing
Credit Agreement.




“Existing Philippine
Assignments” means, collectively, each Assignment of Sub-Charter and
Earnings, dated as of July 31, 2006 (as amended by the Omnibus Vessel Collateral
Amendment, and as otherwise amended and in effect from time to time), executed
by the applicable Philippine Charterer in favor of the applicable Borrower, in
connection with the Existing Credit Agreement.




“Extraordinary
Receipt” means any cash received by or paid to or for the account of any
Person not in the ordinary course of business, including tax refunds, pension
plan reversions, proceeds of insurance (other than proceeds of business
interruption insurance to the extent such proceeds constitute compensation for
lost earnings), condemnation awards (and payments in lieu thereof), indemnity
payments and any purchase price adjustments; provided, however, that an
Extraordinary Receipt shall not include cash receipts from proceeds of
insurance, condemnation awards (or payments in lieu thereof) or indemnity
payments to the extent that such proceeds, awards or payments in respect of loss
or damage to Vessels, equipment, fixed assets or real property are applied (or
in respect of which expenditures were previously incurred) to replace or repair
the equipment, fixed assets or real property in respect of which such proceeds
were received in accordance with the terms of Section
2.05(b)(ii).





“Facility” means the
Term Facility or the Revolving Credit Facility, as the context may
require.




“Fair Market Value”
means, at any time and in relation to any Vessel, the fair market value of such
vessel determined by the most recent Valuation delivered to the Administrative
Agent pursuant to any Permitted Vessel Acquisition and Section
6.19.




“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.




“Fee Letter” means the
letter agreement, dated January 18, 2008 among Holdings, the Administrative
Agent and the Arranger.




“Financing Agreement”
means each loan, lease, charter, financing, conditional sale, Guarantee or other
agreement in effect from time to time and pursuant to which Holdings or any of
its Subsidiaries is obligated to pay any Indebtedness or any rent.




“Fleet Addendum” means
collectively, (i) the Fleet Addendum, dated January 23, 2007, to certain
existing Preferred Vessel Mortgages by certain Borrowers and (ii) the Fleet
Addendum, dated the date hereof, to each existing Preferred Vessel Mortgage,
each in form and substance satisfactory to the Administrative
Agent.




“Foreign Government Scheme or
Arrangement” has the meaning specified in Section
5.12(d).




“Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than the
United States.  For purposes of this definition, the United States,
each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.




“Foreign Obligor”
means Holdings, each Borrower or any other Loan Party that is a Foreign
Subsidiary.




“Foreign Plan” has the
meaning specified in Section
5.12(d).




“Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction other
than the United States, a State thereof or the District of
Columbia.




“FRB” means the Board
of Governors of the Federal Reserve System of the United States.




“Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.




“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.




“GMTBS” means GMTBS
Africa Line, Ltd, a Hong Kong corporation.




“Governmental
Authority” means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).




“Granting Lender” has
the meaning specified in Section
11.06(h).




“Guarantee” means, as
to any Person, any (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or
other obligation payable or performable by another Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of such
Person, direct or indirect, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the obligee in respect of such Indebtedness or other obligation of the payment
or performance of such Indebtedness or other obligation, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity or level of income or cash flow of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation, or (iv)
entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other obligation of any other Person, whether or not such Indebtedness or
other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such
Lien).  The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the related primary obligation, or
portion thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb
has a corresponding meaning.




“Guarantors” means,
collectively, Holdings and each Subsidiary of Holdings listed on Schedule 6.12, each
other Subsidiary of Holdings that shall be required to execute and deliver a
guaranty or guaranty supplement pursuant to Section 6.12 and
each Limited Guarantor.  For the avoidance of doubt, GMBTS and PPSS
shall not be Guarantors hereunder.




“Guaranty” means,
collectively, (i) the Guaranty made by Holdings under Article X in favor of
the Secured Parties, (ii) Existing Guaranty and (iii) each other guaranty and
guaranty supplement delivered pursuant to Section 6.12.




“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.




“Hedge Bank” means any
Person that, at the time it enters into a Secured Hedge Agreement, is a Lender
or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge
Agreement.




“Holdings” has the
meaning specified in the introductory paragraph hereto.




“Honor Date” has the
meaning specified in Section
2.03(c).




“Indebtedness” means,
as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:




(a)           all
obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;




(b)           the
maximum amount of all direct or contingent obligations of such Person arising
under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;




(c)           net
obligations of such Person under any Swap Contract;




(d)           all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business
and not past due for more than 60 days after the date on which such trade
account was created);




(e)           indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse;




(f)           all
Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease
Obligations of such Person and all Synthetic Debt of such Person;




(g)           all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other
Person or any warrant, right or option to acquire such Equity Interest, valued,
in the case of a redeemable preferred interest, at the greater of its voluntary
or involuntary liquidation preference plusaccrued and
unpaid dividends; and




(h)           all
Guarantees of such Person in respect of any of the foregoing.




For all
purposes hereof, the Indebtedness of any Person shall include the Indebtedness
of any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person.  The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date.




“Indemnified
Taxes”means
Taxes other than Excluded Taxes.




“Indemnitees” has the
meaning specified in Section
11.04(b).




“Information” has the
meaning specified in Section
11.07.




“Information
Memorandum” means the information memorandum dated February 2008
containing information prepared by Holdings and used by the Arranger in
connection with the syndication of the Commitments.




“Initial Valuation”
has the meaning specified in Section
6.19.




“Insurance
Assignments” means, collectively, (i) the Existing Insurance Assignments
and (ii) each of the first-priority assignments of insurances made or to be made
by certain Borrowers and certain Philippine Charterers in favor of the
Administrative Agent in respect of a Vessel and in form and substance reasonably
satisfactory to the Administrative Agent.




“Intangible Assets”
means assets that are considered to be intangible assets under GAAP, including
customer lists, goodwill, computer software, copyrights, trade names,
trademarks, patents, franchises, licenses, unamortized deferred charges,
unamortized debt discount and capitalized research and development
costs.




“Interest Payment
Date” means, (a) as to any Eurodollar Rate Loan, the last day of each
Interest Period applicable to such Loan and the Maturity Date of the Facility
under which such Loan was made; provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period
shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing
Line Loan, the last Business Day of each March, June, September and December and
the Maturity Date of the Facility under which such Loan was made (with Swing
Line Loans being deemed made under the Revolving Credit Facility for purposes of
this definition).




“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one, two, three or six months thereafter, as
selected by the Administrative Borrower in its Committed Loan Notice; provided
that:




(a)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;




(b)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and




(c)           no
Interest Period shall extend beyond the Maturity Date of the Facility under
which such Loan was made.




“Internal Control
Event” means a material weakness in, or fraud that involves management or
other employees who have a significant role in Holdings’ and/or its
Subsidiaries’ internal controls over financial reporting, in each case as
described in the Securities Laws.




“Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of Equity Interests of
another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or
interest in, another Person, (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit or all or a substantial part of the business of, such
Person or (d) the acquisition or construction of a vessel.  For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.




“IP Rights” has the
meaning specified in Section
5.17.




“IRS” means the United
States Internal Revenue Service.




“ISM Code” means in
relation to its application to each Borrower and each Vessel and its
operation:




(a)           ‘The
International Management Code for the Safe Operation of Ships and for Pollution
Prevention’, currently known or referred to as the ‘ISM Code’, adopted by the
Assembly of the International Maritime Organisation by Resolution A.741(18) on
November 4, 1993 and incorporated on May 19, 1994 into chapter IX of the
International Convention for the Safety of Life at Sea 1974 (SOLAS 1974);
and




(b)           all
further resolutions, circulars, codes, guidelines, regulations and
recommendations which are now or in the future issued by or on behalf of the
International Maritime Organisation or any other entity with responsibility for
implementing the ISM Code, including the ‘Guidelines on implementation or
administering of the International Safety Management (ISM) Code by
Administrations’ produced by the International Maritime Organisation pursuant to
Resolution A.788(19) adopted on November 24, 1995, as the same may be amended,
supplemented or replaced from time to time.




“ISM Code
Documentation” in relation to any Vessel includes:




(a)           the
document of compliance (DOC) and safety management certificate (SMC) issued
pursuant to the ISM Code in relation to such Vessel within the periods specified
by the ISM Code;




(b)           all
other documents and data which are relevant to the ISM Safety Management Systems
and its implementation and verification which the Administrative Agent may
reasonably require; and




(c)           any
other documents which are prepared or which are otherwise relevant to establish
and maintain such Vessel’s or the relevant Borrower’s compliance with the ISM
Code which the Administrative Agent may reasonably require.




“ISM Safety Management
Systems” means the Safety Management System referred to in Clause 1.4 (or
any other relevant provision) of the ISM Code.




“ISPS Code” means, in
relation to its application to each Borrower, any relevant Approved Manager and
each Vessel and its operation, the International Ship and Port Facility Security
Code constituted pursuant to resolution A.924(22) of the IMO adopted by a
Diplomatic Conference of the IMO on Maritime Security on 13 December 2002 and
now set out in Chapter XI-2 of the Safety of Life at Sea Convention (SOLAS) 1974
(as amended).




“ISP” means, with
respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such
later version thereof as may be in effect at the time of issuance).




“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by the L/C Issuer
and the Administrative Borrower or in favor the L/C Issuer and relating to such
Letter of Credit.




“Joint Venture” means
a joint venture, partnership or other similar arrangement, whether in corporate,
partnership, limited liability company or other legal form in which Holdings or
its Subsidiaries has made an investment permitted under Section
7.03(h).




“Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.




“L/C Advance” means,
with respect to each Revolving Credit Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Applicable Revolving
Credit Percentage.




“L/C Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Revolving
Credit Borrowing.




“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.




“L/C Issuer” means
Bank of America in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder.




“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.  For purposes
of computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
1.06.  For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.




“Lender” has the
meaning specified in the introductory paragraph hereto and, as the context
requires, includes the Swing Line Lender.




“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Administrative Borrower and the
Administrative Agent.




“Letter of Credit”
means any standby or commercial letter of credit issued hereunder, including any
Existing Letter of Credit..




“Letter of Credit
Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.




“Letter of Credit Expiration
Date” means the day that is seven days prior to the Maturity Date then in
effect for the Revolving Credit Facility (or, if such day is not a Business Day,
the next preceding Business Day).




“Letter of Credit Fee”
has the meaning specified in Section
2.03(i).




“Letter of Credit
Sublimit” means an amount equal to $25,000,000.  The Letter of
Credit Sublimit is part of, and not in addition to, the Revolving Credit
Facility.




“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement in the nature of a security interest of any
kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to
real property, and any financing lease having substantially the same economic
effect as any of the foregoing).




“Limited Guarantor”
means any Subsidiary of Holdings (i) which is a single purpose entity the sole
asset of which is a vessel that is not a Vessel and the sole purpose of which is
the ownership of such vessel, (ii) that has not incurred any Permitted New
Vessel Construction Indebtedness nor any Indebtedness in connection with any
Permitted Vessel Acquisition and (iii) that shall be required to execute and
deliver a guaranty or guaranty supplement pursuant to Section 6.12
hereof.




“Loan” means an
extension of credit by a Lender to the Borrowers under Article II in the
form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.




“Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty,
(d) the Collateral Documents, (e) the Fee Letter, (f) each Issuer Document,
(g) each Secured Hedge Agreement, (h) each Secured Cash Management
Agreement and (i) each other agreement, document, instrument or supplement
executed and delivered in connection with any of the foregoing from time to
time.




“Loan Parties” means,
collectively, each Borrower and each Guarantor.




“Loan Value” means, at
any time, 60% of the Fair Market Value of the Vessels.




“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse
effect upon, the operations, business, assets, properties, liabilities (actual
or contingent), condition (financial or otherwise) or prospects of the Borrowers
and their Subsidiaries taken as a whole; (b) a material impairment of the rights
and remedies of the Administrative Agent or any Lender under any Loan Document,
or of the ability of any Loan Party to perform its obligations under any Loan
Document to which it is a party; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against any Loan Party of
any Loan Document to which it is a party.




“Maturity Date” means
(a) with respect to the Revolving Credit Facility, March 26, 2012 and (b) with
respect to the Term Facility, March 26, 2012; provided, however, that, in
each case, if such date is not a Business Day, the Maturity Date shall be the
next preceding Business Day.




“Maximum Available
Amount” means, at any time, the lesser of (a) the sum of the Loan Values
of the Vessels at such time and (b) the sum of (i) the Revolving Credit Facility
at such time, plus (ii) the
outstanding principal amount of the Term Facility at such time.




“Measurement Period”
means, at any date of determination, the most recently completed four fiscal
quarters of Holdings.




“Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.




“Multi-Party
Agreement” means any (i) Existing Multi-Party Agreement and (ii) any of
the multi-party agreements in form and substance satisfactory to the
Administrative Agent and made with respect to a Vessel by the Borrower owning
such Vessel, the Administrative Agent and each Charterer of the Vessel (other
than a Philippine Charterer) required by the terms hereof to be a party
thereto.




“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which the Borrowers or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five plan years, has made or been
obligated to make contributions.




“Net Cash Proceeds”
means:




(a)           with
respect to any Disposition by Holdings or any of its Subsidiaries, or any
Extraordinary Receipt received or paid to the account of Holdings or any of its
Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents
received in connection with such transaction (including any cash or Cash
Equivalents received by way of deferred payment pursuant to, or by monetization
of, a note receivable or otherwise, but only as and when so received) over (ii)
the sum of (A) the principal amount of any Indebtedness that is secured by the
applicable asset and that is required to be repaid in connection with such
transaction (other than Indebtedness under the Loan Documents), (B) the
reasonable and customary out-of-pocket expenses incurred by Holdings or such
Subsidiary in connection with such transaction and (C) income taxes reasonably
estimated to be actually payable within two years of the date of the relevant
transaction as a result of any gain recognized in connection therewith; provided that, if the
amount of any estimated taxes pursuant to subclause (C) exceeds
the amount of taxes actually required to be paid in cash in respect of such
Disposition, the aggregate amount of such excess shall constitute Net Cash
Proceeds; and




(b)           with
respect to the sale or issuance of any Equity Interest by Holdings or any of its
Subsidiaries, or the incurrence or issuance of any Indebtedness by Holdings or
any of its Subsidiaries, the excess of (i) the sum of the cash and Cash
Equivalents received in connection with such transaction over (ii) the
underwriting discounts and commissions, and other reasonable and customary
out-of-pocket expenses, incurred by Holdings or such Subsidiary in connection
therewith.




“Net Present Rental
Value” means, as of any date, the aggregate net present value of all
Rentals payable by Holdings or any of its Subsidiaries to any Person (other than
Holdings or any of its other Subsidiaries) pursuant to any Operating Lease or,
without duplication, any charter of any vessel that, in each case, after giving
effect to any renewals or other extensions provided therein and in the absence
of any early termination, shall or would have a fixed remaining term of
twenty-three months or more, in each case discounted to such date at a rate of
8.00% per annum.




“New Borrowers” means
collectively, Avon Maritime Corp., Elrod Shipping Corp., and Montrose Maritime
Corp.




“Non-Extension Notice
Date” has the meaning specified in Section
2.03(b).




“Non-Reinstatement
Deadline” has the meaning specified in Section
2.03(b).




“Note” means a Term
Note or a Revolving Credit Note, as the context may require.




“NPL” means the
National Priorities List under CERCLA.




“Obligations” means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan Document or otherwise with respect to any
Loan or Letter of Credit, any Secured Hedge Agreement and/or any Secured Cash
Management Agreement, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.




“Obligor Group
Requirement” means the requirement that the aggregate revenues of the
Loan Parties shall represent not less than ninety percent (90%) of the total
revenues of Holdings and its Subsidiaries for the Measurement Period most
recently ended.




“Omnibus Amendment”
means the Omnibus Amendment and Reaffirmation Agreement (Security Agreements,
Guaranties, and Securities Pledge Agreement), dated as of March 26, 2008, among
each Borrower, each Guarantor, and the Administrative Agent.




“Omnibus Amendment to
Approved Manager’s Undertakings” means the Omnibus Amendment and
Reaffirmation Agreement (Approved Manager’s Undertakings), dated as of March 26,
2008, among each Borrower and the Approved Managers.




“Omnibus Vessel Collateral
Amendment” means the Omnibus Vessel Collateral Amendment and
Reaffirmation Agreement (Preferred Vessel Mortgages, Earnings Assignments,
Insurance Assignments, Multi-Party Agreements, and Philippine Assignment), dated
as of March 26, 2008, among each Borrower, certain Guarantors, and each
Philippine Charterer.




“Operating
Lease”  of any Person means any lease or other arrangement
conveying the right to use personal property (including, for the avoidance of
doubt, vessels) to such Person and for which the obligation of such Person for
Rentals is not required to be capitalized on a balance sheet of the lessee in
accordance with GAAP.




“Organization
Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.


“Other Taxes” means
all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of,
or otherwise with respect to, this Agreement or any other Loan
Document.




“Outstanding Amount”
means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Term Loans,
Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on
such date; and (b) with respect to any L/C Obligations on any date, the amount
of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements by the Borrowers of Unreimbursed Amounts.




“Participant” has the
meaning specified in Section
11.06(d).




“PPSS” means
Panamerican Port Services S.A.C., a Peruvian corporation.




“PBGC” means the
Pension Benefit Guaranty Corporation.




“PCAOB” means the
Public Company Accounting Oversight Board.




“Pension Plan” means
any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by the Borrowers or any ERISA Affiliate or to
which the Borrowers or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any time during the
immediately preceding five plan years.




“Permitted
Encumbrances” has the meaning specified in the Preferred Vessel
Mortgages.




“Permitted New Vessel
Construction Indebtedness” means Indebtedness of Subsidiaries of Holdings
that are not Loan Parties in connection with the construction of multipurpose
tweendeck or bulk carrier shipping vessels.




“Permitted Vessel
Acquisition” means the acquisition of a vessel by a Subsidiary of
Holdings so long as (i) no Default or Event of Default has occurred and is
continuing or would result from such acquisition, (ii) in respect of vessels
that are to be “Vessels” hereunder, the Borrowers provide the Permitted Vessel
Acquisition Information to the Administrative Agent at least 30 days prior to
the consummation of such acquisition, (iii) in respect of vessels that will not
be “Vessels” hereunder, such vessel shall be a multipurpose tweendeck or bulk
carrier shipping vessel used in the line of business as provided in Section 7.09 hereof,
(iv) any Indebtedness incurred in connection with such acquisition is funded by
the Facilities or is permitted by Section 7.02(f), and
(vi) any Investment made in connection with such acquisition is permitted by
Section
7.03(j).




“Permitted Vessel Acquisition
Information” means (i) the name or, in the case of a newbuilding, the
hull number, of such vessel, (ii) the general description and deadweight tonnage
of such vessel, (iii) the age of such vessel, or in the case of a newbuilding,
the scheduled date of delivery of such vessel, (iv) the identify of the current
owner of such vessel, or in the case of a newbuilding, the shipyard at which
such vessel was or is being built, (v) the purchase price of such vessel paid or
to be paid by a Borrower, (vi) such further information as the Administrative
Agent may require and (vii) if available, a true and complete copy of any
relevant acquisition agreement for such vessel.




“Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.




“Philippine
Assignment” means any (i) Existing Philippine Assignment or (ii)
assignment of sub-charter and earnings made by the Philippine Charterer of any
Vessel in favor of a Borrower owning such Vessel and in form and substance
satisfactory to the Administrative Agent.




“Philippine Charter”
means, with respect to any Vessel, each charter between a Borrower and a
Philippine Charterer relating to such Vessel.




“Philippine Charterer”
means, with respect to any Vessel, one of Filscan Shipping, Inc., General
Charterer, Inc., Intermodal Shipping, Inc., Overseas Bulk Transport, Inc., Sea
Star Shipping Corp. and Viking International Carriers, Inc., as
applicable.




“Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by the Borrowers or, with respect to any such plan that is subject
to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.




“Platform” has the
meaning specified in Section
6.02.




“Pledged Debt” has the
meaning specified in the Security Agreement.




“Preferred Vessel
Mortgage” means any (i) Existing Mortgages or (ii)  first
preferred ship mortgage covering a Vessel (or first-preferred fleet mortgages
covering more than one Vessel) executed and delivered by the Loan Party that is
the owner of such Vessel, in form and substance acceptable to the Administrative
Agent, in order to assure that the Administrative Agent for the benefit of the
Secured Parties has a perfected security interest in or lien on such Vessel, as
amended, supplemented or otherwise modified from time to time).




“Public Market” shall
exist if (a) a Public Offering has been consummated and (b) any Equity Interests
of Holdings have been distributed by means of an effective registration
statement under the Securities Act of 1933.




“Public Offering”
means a public offering of the Equity Interests of Holdings pursuant to an
effective registration statement under the Securities Act of 1933.




“Qualified Cash”
means, as of any date of determination, the amount of cash and Cash Equivalents
which is freely transferable and not subject to a Lien (other than the Lien in
favor of the Administrative Agent), pledge, security interest, encumbrance,
escrow or cash collateral arrangement or any other restriction on its
use.




“Register” has the
meaning specified in Section
11.06(c).




“Registered Public Accounting
Firm” has the meaning specified by the Securities Laws and shall be
independent of Holdings as prescribed by the Securities Laws.




“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.




“Rentals” means and
includes, as of the date of any determination thereof, all fixed payments
(including as such all payments which the lessee is obligated to make to the
lessor on termination of the lease or surrender of the property) payable by a
Person, as lessee or sublessee under a lease of real or personal property,
exclusive of any amounts required to be paid by such Person, directly or
indirectly (whether or not designated as rents or additional rents), on account
of maintenance, repairs, insurance, taxes and similar charges incurred by such
lessee or sublessee.  Fixed rents under any so-called “percentage
leases” shall be computed solely on the basis of the minimum rents, if any,
required to be paid by the lessee regardless of sales volume or gross
revenues.




“Replacement Covenant”
has the meaning specified in Section
7.14.




“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events
for which the 30 day notice period has been waived.




“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or
continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice,
(b) with respect to an L/C Credit Extension, a Letter of Credit Application, and
(c) with respect to a Swing Line Loan, a Swing Line Loan Notice.




“Required Lenders”
means, as of any date of determination, at least two Lenders holding more than
50% of the sum of the (a) Total Outstandings (with the aggregate amount of each
Revolving Credit Lender’s risk participation and funded participation in L/C
Obligations and Swing Line Loans being deemed “held” by such Revolving Credit
Lender for purposes of this definition) and (b) aggregate unused Revolving
Credit Commitments; provided that the
unused Revolving Credit Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.




“Required Revolving
Lenders” means, as of any date of determination, at least two Revolving
Credit Lenders holding more than 50% of the sum of the (a) Total Revolving
Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s
risk participation and funded participation in L/C Obligations and Swing Line
Loans being deemed “held” by such Revolving Credit Lender for purposes of this
definition) and (b) aggregate unused Revolving Credit Commitments; provided that the
unused Revolving Credit Commitment of, and the portion of the Total Revolving
Credit Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Revolving
Lenders.




“Required Term
Lenders” means, as of any date of determination, at least two Term
Lenders holding more than 50% of the Term Facility on such date; provided that the
portion of the Term Facility held by any Defaulting Lender shall be excluded for
purposes of making a determination of Required Term Lenders.




“Responsible Officer”
means the chief executive officer, president, chief financial officer,
treasurer, assistant treasurer, controller or secretary of a Loan Party or,
unless otherwise explicitly provided herein, any attorney-in-fact duly appointed
by such Loan Party.  Any document delivered hereunder that is signed
by a Responsible Officer of a Loan Party shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on
the part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.




“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any capital stock or other Equity Interest of any
Person or any of its Subsidiaries, or any payment (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, defeasance, acquisition, cancellation or
termination of any such capital stock or other Equity Interest, or on account of
any return of capital to any Person’s stockholders, partners or members (or the
equivalent of any thereof), or any option, warrant or other right to acquire any
such dividend or other distribution or payment.




“Revolving Credit
Borrowing” means a borrowing consisting of simultaneous Revolving Credit
Loans of the same Type and, in the case of Eurodollar Rate Loans, having the
same Interest Period made by each of the Revolving Credit Lenders pursuant to
Section
2.01(b).




“Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its obligation to
(a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01(b), (b)
purchase participations in L/C Obligations, and (c) purchase participations in
Swing Line Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(a)
under the caption “Revolving Credit Commitment” or opposite such caption in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.




“Revolving Credit
Facility” means, at any time, the aggregate amount of the Revolving
Credit Lenders’ Revolving Credit Commitments at such time.




“Revolving Credit
Lender” means, at any time, any Lender that has a Revolving Credit
Commitment at such time.




“Revolving Credit
Loan” has the meaning specified in Section
2.01(b).




“Revolving Credit Loan
Availability Event” means, as of the date of determination, Total
Revolving Credit Outstandings have exceeded $75,000,000 for three consecutive
Business Days in the ninety day period immediately preceding such
date.




“Revolving Credit
Note” means a promissory note made by the Borrowers in favor of a
Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans,
as the case may be, made by such Revolving Credit Lender, substantially in the
form of Exhibit C-2.




“S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and any successor thereto.




“Sarbanes-Oxley” means
the Sarbanes-Oxley Act of 2002.




“SEC” means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.




“Section 7.13(b) Compliance
Certificate” means a certificate substantially in the form of Exhibit
D-2.




“Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by
and between the relevant Borrower or Guarantor and any Cash Management
Bank.




“Secured Hedge
Agreement” means any Swap Contract permitted under Article VI or VII that is entered
into by and between any Loan Party and any Hedge Bank (and including, without
limitation, the Bank of America Master Agreement).




“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the
Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by
the Administrative Agent from time to time pursuant to Section 9.05,
and the other Persons the Obligations owing to which are or are purported to be
secured by the Collateral under the terms of the Collateral
Documents.




“Securities Account Control
Agreements” means, collectively, the securities account control
agreements or such other agreements executed by a securities intermediary, the
Administrative Agent, any other the other parties thereto (if any) and by the
applicable Loan Party, in form and substance acceptable to the Administrative
Agent, from time to time.




“Securities
Collateral” has the meaning specified in the Securities Pledge
Agreement.




“Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley, and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
PCAOB.




“Securities Pledge
Agreement”  means the Securities Pledge Agreement, dated as of
July 31, 2006 (as amended by the Omnibus Amendment, and as otherwise amended and
in effect from time to time), among certain of the Loan Parties and the
Administrative Agent, in form and substance reasonably satisfactory to the
Lenders and the Administrative Agent,and all other
instruments, agreements and documents required to be executed or delivered
pursuant to the Securities Pledge Agreement (including, without limitation, any
stock powers or other appropriate instruments of transfer delivered in
connection therewith).




“Security Agreement”
means, collectively, (i) the Master Security Agreement (Borrowers), dated as of
July 31, 2006 (as amended by the Omnibus Amendment, and as otherwise amended and
in effect from time to time), among each of the Borrowers and the Administrative
Agent, (ii) the Master Security Agreement (Guarantors), dated as of July 31,
2006 (as amended by the Omnibus Amendment, and as otherwise amended and in
effect from time to time), among each of the Guarantors (other than any Limited
Guarantor) and the Administrative Agent and (iii) each other security agreement
entered into among any Subsidiary of Holdings and the Administrative Agent; in
each case, in form and substance reasonably satisfactory to the Lenders and the
Administrative Agent,and all other
instruments, agreements and documents required to be executed or delivered
pursuant to a Security Agreement (including, without limitation, any perfection
certificates or collateral certificates delivered in connection
therewith).




“Shareholders’ Equity”
means, as of any date of determination, consolidated shareholders’ equity of
Holdings and its Subsidiaries as of that date determined in accordance with
GAAP.




“Solvent” and “Solvency” mean, with
respect to any Person on any date of determination, that on such date
(a) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature, (d) such Person is not engaged in business or a transaction,
and is not about to engage in business or a transaction, for which such Person’s
property would constitute an unreasonably small capital, and (e) such Person is
able to pay its debts and liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business.  The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.




“SPC” has the meaning
specified in Section
11.06(h).




“Sub-Charterer” means
Pacific Rim Shipping Corp.




“Subsequent Valuation”
has the meaning specified in Section
6.19.




“Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities
or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person.  Unless
otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of Holdings.




“Swap Contract” means
(a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master
Agreement.




“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to
such Swap Contracts, (a) for any date on or after the date such Swap Contracts
have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).




“Swing Line” means the
revolving credit facility made available by the Swing Line Lender pursuant to
Section
2.04.




“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section
2.04.




“Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.




“Swing Line Loan” has
the meaning specified in Section
2.04(a).




“Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit
B.




“Swing Line Sublimit”
means an amount equal to the lesser of (a) $10,000,000 and (b) the Revolving
Credit Facility.  The Swing Line Sublimit is part of, and not in
addition to, the Revolving Credit Facility.




“Syndication Agents”
means, collectively, Citibank, N.A. and DBV Group Merchant Bank (Asia) Ltd., in
their respective capacities as co-syndication agent under any of the Loan
Documents, or any successor syndication agent.




“Synthetic Debt”
means, with respect to any Person as of any date of determination thereof, all
obligations of such Person in respect of transactions entered into by such
Person that are intended to function primarily as a borrowing of funds
(including any minority interest transactions that function primarily as a
borrowing) but are not otherwise included in the definition of “Indebtedness” or as a
liability on the consolidated balance sheet of such Person and its Subsidiaries
in accordance with GAAP.




“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property (including sale and leaseback
transactions), in each case, creating obligations that do not appear on the
balance sheet of such Person but which, upon the application of any Debtor
Relief Laws to such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).




“Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable
thereto.




“Term Borrowing” means
a borrowing consisting of simultaneous Term Loans of the same Type and, in the
case of Eurodollar Rate Loans, having the same Interest Period made by each of
the Term Lenders pursuant to Section
2.01(a).




“Term Commitment”
means, as to each Term Lender, its obligation to make Term Loans to the
Borrowers pursuant to Section 2.01(a) in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Term Lender’s name on Schedule 2.01(a)
under the caption “Term Commitment” or opposite such caption in the Assignment
and Assumption pursuant to which such Term Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.




“Term Facility” means,
at any time, (a) on or prior to the Closing Date, the aggregate amount of the
Term Commitments (including Term Loans under the Existing Credit Agreement) at
such time and (b) thereafter, the aggregate principal amount of the Term Loans
of all Term Lenders outstanding at such time.




“Term Lender” means
(a) at any time on or prior to the Closing Date, any Lender that has a Term
Commitment at such time and (b) at any time after the Closing Date, any
Lender that holds Term Loans at such time.




“Term Loan” means an
advance made by any Term Lender under the Term Facility.





“Term Loan Increase”
has the meaning specified in the definition of “Term Facility”.





“Term Note” means a
promissory note made by the Borrowers in favor of a Term Lender evidencing Term
Loans made by such Term Lender, substantially in the form of Exhibit C-1.





“Threshold Amount”
means $2,000,000.




“Total Revolving Credit
Outstandings” means the aggregate Outstanding Amount of all Revolving
Credit Loans, Swing Line Loans and L/C Obligations.




“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.




“Transaction” means,
collectively, (a) the entering into by the Loan Parties and their
applicable Subsidiaries of the Loan Documents and (b) the payment of the
fees and expenses incurred in connection therewith.




“Type” means, with
respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate
Loan.




“UCC” means the
Uniform Commercial Code as in effect in the State of New York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.




“Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.




“United States” and
“U.S.” mean the
United States of America.




“Unreimbursed Amount”
has the meaning specified in Section
2.03(c)(i).




“U.S. Loan Party”
means any Loan Party that is organized under the laws of one of the states of
the United States of America and that is not a CFC.




“Valuation” means,
with respect to any Vessel, a valuation of such Vessel made (at the expense of
the Borrowers) in Dollars at any relevant time by an Appraiser with or without
physical inspection of such Vessel (as the Administrative Agent may require in
its sole discretion), on the basis of a sale for prompt delivery for cash at
arms’ length on normal commercial terms as between a willing seller and a
willing buyer, free of any existing charter or other contracts of employment,
and shall be conclusive evidence of the fair market value of such Vessel at the
date of such valuation.




“Vessel” means each
bulk carrier or multipurpose tweendeck shipping vessel that is identified on
Schedule 5.27
(as the same may be amended from time to time with the written consent of the
Administrative Agent) and any other bulk carrier or multipurpose tweendeck
shipping vessel (and everything belonging to each such vessel) owned by a
Borrower, in each case, to the extent that the Administrative Agent has a first
priority perfected preferred vessel mortgage under all applicable Laws in such
Vessel, as determined by the Administrative Agent in its sole discretion and
such Vessel has received the highest classification and rating for vessels of
the same age and type, free of all recommendations and notations of the
Classification Society that affects such vessel’s classification and rating by
such Classification Society, unless otherwise agreed to in writing by the
Administrative Agent in the Administrative Agent’s sole discretion; provided that with
respect to any bulk carrier or multipurpose tweendeck shipping vessel that the
Borrowers desire become a Vessel hereunder after the Closing Date, the Borrowers
shall obtain the Administrative Agent’s written consent to such vessel becoming
a Vessel hereunder (which consent may be withheld in the Administrative Agent’s
sole discretion); and provided, further, that any
Vessel hereunder (i) shall be (A) bareboat chartered by such Borrower to a
Philippine Charterer and time chartered by such Philippine Charterer to the
Sub-Charterer, and (B) registered in the ownership of a Borrower under the laws
and flag of the Republic of Panama or Liberia and (ii) shall not have been
subject of an Event of Loss.




“Vessel Collateral
Documents” means, collectively, the Preferred Vessel Mortgages, each
Fleet Addendum, the Omnibus Vessel Collateral Amendment, the Earnings
Assignments, the Insurance Assignments, Approved Manager’s Undertakings, the
Multi-Party Agreements, the Philippine Assignments and in the event requested by
the Administrative Agent with respect to any long term charters, the Charter
Assignments, any supplements delivered in connection with any such documents,
and each of the other agreements, instruments, documents or supplements
delivered in respect thereof.




1.02.  Other Interpretive
Provisions.  With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or in such other Loan
Document:




(a)  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.”  The word
“will” shall be
construed to have the same meaning and effect as the word “shall.”  Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words
“herein,”
“hereof” and
“hereunder,”
and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Preliminary Statements, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to,
the Loan Document in which such references appear, (v) any reference to any law
shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.




(b)  In the
computation of periods of time from a specified date to a later specified date,
the word “from”
means “from and
including;” the words “to” and “until” each mean
“to but
excluding;” and the word “through” means “to and
including.”




(c)  Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.




1.03.  Accounting
Terms.  (a) Generally.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise
specifically prescribed herein.




(b)  Changes in
GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrowers or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrowers shall negotiate in good
faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required
Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrowers
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in
GAAP.




(c)  Consolidation of Variable
Interest Entities.  All references herein to consolidated
financial statements of Holdings and its Subsidiaries or to the determination of
any amount for Holdings and its Subsidiaries on a consolidated basis or any
similar reference shall, in each case, be deemed to include each variable
interest entity that Holdings is required to consolidate pursuant to FASB
Interpretation No. 46 – Consolidation of Variable Interest Entities: an
interpretation of ARB No. 51 (January 2003) as if such variable interest entity
were a Subsidiary as defined herein.




1.04.  Rounding.  Any
financial ratios required to be maintained by the Borrowers pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).




1.05.  Times of
Day.  Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).




1.06.  Letter of Credit
Amounts.  Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the stated amount of such
Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum stated amount is in effect at such
time.




1.07.  Currency Equivalents
Generally.  Any amount specified in this Agreement (other than
in Articles II,
IX and X) or any of the
other Loan Documents to be in Dollars shall also include the equivalent of such
amount in any currency other than Dollars, such equivalent amount thereof in the
applicable currency to be determined by the Administrative Agent at such time on
the basis of the Spot Rate (as defined below) for the purchase of such currency
with Dollars.  For purposes of this Section 1.07,
the “Spot Rate”
for a currency means the rate determined by the Administrative Agent to be the
rate quoted by the Person acting in such capacity as the spot rate for the
purchase by such Person of such currency with another currency through its
principal foreign exchange trading office at approximately 11:00 a.m. on the
date two Business Days prior to the date of such determination; provided that the
Administrative Agent may obtain such spot rate from another financial
institution designated by the Administrative Agent if the Person acting in such
capacity does not have as of the date of determination a spot buying rate for
any such currency.




ARTICLE
II.




THE
COMMITMENTS AND CREDIT EXTENSIONS




2.01.  The Loans.  (a)
The Term
Borrowing.  Subject to the terms and conditions set forth
herein, each Term Lender severally agrees to make a single loan to the Borrowers
on the Closing Date in an amount not to exceed such Term Lender’s Applicable
Percentage of the Term Loan.  The Term Borrowing shall consist of Term
Loans made simultaneously by the Term Lenders in accordance with their
respective Applicable Percentage of the Term Facility.  Amounts
borrowed under this Section 2.01(a)
and repaid or prepaid may not be reborrowed.  Term Loans may be Base
Rate Loans or Eurodollar Rate Loans, as further provided herein.  The
parties hereto acknowledge and agree that the “Term Loans” under the Existing
Credit Agreement immediately prior to the effectiveness of this Agreement shall
be deemed to have been, and hereby are, converted into Term Loans under this
Agreement, in each case, without constituting a novation.




(b)  The Revolving Credit
Borrowings.  Subject to the terms and conditions set forth
herein, each Revolving Credit Lender severally agrees to make loans (each such
loan, a “Revolving
Credit Loan”) to the Borrowers from time to time, on any Business Day
during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after
giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit
Outstandings shall not exceed the Revolving Credit Facility, (ii) the aggregate
Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all L/C Obligations, plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Revolving Credit Lender’s
Revolving Credit Commitment and (iii) the Total Outstandings shall not exceed
the Maximum Available Amount.  Within the limits of each Revolving
Credit Lender’s Revolving Credit Commitment, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.01(b),
prepay under Section
2.05, and reborrow under this Section
2.01(b).  Revolving Credit Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein. The parties hereto
acknowledge and agree that the “Revolving Credit Loans” under the Existing
Credit Agreement immediately prior to the effectiveness of this Agreement shall
be deemed to have been, and hereby are, converted into Revolving Credit Loans
under this Agreement, in each case, without constituting a
novation.




2.02.  Borrowings, Conversions and
Continuations of Loans.  (a) Each Term Borrowing, each
Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit
Loans from one Type to the other, and each continuation of Eurodollar Rate Loans
shall be made upon the Administrative Borrower’s irrevocable notice to the
Administrative Agent, which may be given by telephone.  Each such
notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or of any conversion of
Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any
Borrowing of Base Rate Loans.  Each telephonic notice by the
Administrative Borrower pursuant to this Section 2.02(a) must
be confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer (other than any attorney-in-fact) of the Administrative
Borrower.  Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole
multiple of $500,000 in excess thereof.  Except as provided in Sections 2.03(c) and
2.04(c), each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof.  Each
Committed Loan Notice  (whether telephonic or written) shall specify
(i) whether the Borrowers are requesting a Term Borrowing, a Revolving Credit
Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to
the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date
of the Borrowing, conversion or continuation, as the case may be (which shall be
a Business Day), (iii) the principal amount of Loans to be borrowed, converted
or continued, (iv) the Type of Loans to be borrowed or to which existing Term
Loans or Revolving Credit Loans are to be converted, (v) if applicable, the
duration of the Interest Period with respect thereto and (vi) if such Loan is
for a Permitted Vessel Acquisition, the Permitted Vessel Acquisition
Information.  If the Administrative Borrower fails to specify a Type
of Loan in a Committed Loan Notice or if the Administrative Borrower fails to
give a timely notice requesting a conversion or continuation, then the
applicable Term Loans or Revolving Credit Loans shall be made as, or converted
to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans
shall be effective as of the last day of the Interest Period then in effect with
respect to the applicable Eurodollar Rate Loans.  If the
Administrative Borrower requests a Borrowing of, conversion to, or continuation
of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one month.  Notwithstanding anything to the contrary herein, a Swing
Line Loan may not be converted to a Eurodollar Rate Loan.




(b)  Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage under the
applicable Facility of the applicable Term Loans or Revolving Credit Loans, and
if no timely notice of a conversion or continuation is provided by the
Administrative Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans described in Section
2.02(a).  Subject to the foregoing sentence, in the case of a
Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall
make the amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than 1:00 p.m. on
the Business Day specified in the applicable Committed Loan
Notice.  Upon satisfaction of the applicable conditions set forth in
Section 4.02
(and, if such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrowers
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrowers on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Administrative Borrower; provided, however, that if, on
the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is
given by the Administrative Borrower, there are L/C Borrowings outstanding, then
the proceeds of such Revolving Credit Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and second, shall be made
available to the Borrowers as provided above.




(c)  Except as
otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Rate
Loan.  During the existence of a Default, no Loans may be requested
as, converted to or continued as Eurodollar Rate Loans without the consent of
the Required Lenders.




(d)  The
Administrative Agent shall promptly notify the Administrative Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate.  At any time that
Base Rate Loans are outstanding, the Administrative Agent shall notify the
Administrative Borrower and the Lenders of any change in Bank of America’s prime
rate used in determining the Base Rate promptly following the public
announcement of such change.




(e)  After
giving effect to all Term Borrowings, all conversions of Term Loans from one
Type to the other, and all continuations of Term Loans as the same Type, there
shall not be more than 4 Interest Periods in effect in respect of the Term
Facility.  After giving effect to all Revolving Credit Borrowings, all
conversions of Revolving Credit Loans from one Type to the other, and all
continuations of Revolving Credit Loans as the same Type, there shall not be
more than 4 Interest Periods in effect in respect of the Revolving Credit
Facility.




2.03.  Letters of
Credit.  (a) The Letter of Credit
Commitment.  (i) Subject to the terms and conditions set forth
herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the
Revolving Credit Lenders set forth in this Section 2.03, (1)
from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue Letters of Credit for the
account of any Borrower or Holdings, and to amend or extend Letters of Credit
previously issued by it, in accordance with Section 2.03(b), and
(2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit
Lenders severally agree to participate in Letters of Credit issued for the
account of any Borrower or Holdings and any drawings thereunder; provided that after
giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(w) the Total Revolving Credit Outstandings shall not exceed the Revolving
Credit Facility, (x) the aggregate Outstanding Amount of the Revolving Credit
Loans of any Revolving Credit Lender, plus such Lender’s
Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender’s
Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit and (z) the Total Outstandings shall not exceed the Maximum Available
Amount.  Each request by the Administrative Borrower for the issuance
or amendment of a Letter of Credit shall be deemed to be a representation by the
Borrowers that the L/C Credit Extension so requested complies with the
conditions set forth in the proviso to the preceding sentence.  Within
the foregoing limits, and subject to the terms and conditions hereof, the
Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Borrowers may, during the foregoing period, obtain Letters of
Credit to replace Letters of Credit that have expired or that have been drawn
upon and reimbursed.




(ii)  The L/C
Issuer shall not issue any Letter of Credit if:




(A)  subject
to Section
2.03(b)(iii), the expiry date of such requested Letter of Credit would
occur more than twelve months after the date of issuance or last extension,
unless the Administrative Agent has approved such expiry date; or




(B)  the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Revolving Credit Lenders have approved
such expiry date.




(iii)  The L/C
Issuer shall not be under any obligation to issue any Letter of Credit
if:




(A)  any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the L/C Issuer in good
faith deems material to it;




(B)  the
issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer applicable to letters of credit generally;




(C)  except as
otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of
Credit is in an initial stated amount less than $250,000, in the case of a
standby Letter of Credit, or $50,000, in the case of a commercial Letter of
Credit;




(D)  such
Letter of Credit is to be denominated in a currency other than Dollars;
or




(E)  a default
of any Lender’s obligations to fund under Section 2.03(c)
exists or any Lender is at such time a Defaulting Lender hereunder, unless the
L/C Issuer has entered into satisfactory arrangements with the Borrowers or such
Lender to eliminate the L/C Issuer’s risk with respect to such
Lender.




(iv)  The L/C
Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the terms hereof.




(v)  The L/C
Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C
Issuer would have no obligation at such time to issue such Letter of Credit in
its amended form under the terms hereof, or (B) the beneficiary of such Letter
of Credit does not accept the proposed amendment to such Letter of
Credit.




(vi)  The L/C
Issuer shall act on behalf of the Revolving Credit Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the
L/C Issuer shall have all of the benefits and immunities (A) provided to
the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article IX included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.




(b)  Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.  (i) Each Letter of Credit shall be issued or amended,
as the case may be, upon the request of the Administrative Borrower, for and on
behalf of the Borrowers or Holdings, or Holdings, on behalf of itself, delivered
to the L/C Issuer (with a copy to the Administrative Agent and the
Administrative Borrower if delivered by Holdings) in the form of a Letter of
Credit Application, appropriately completed and signed by a Responsible Officer
(other than any attorney-in-fact) of the Administrative Borrower or Holdings, as
applicable.  Such Letter of Credit Application must be received by the
L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two
Business Days (or such later date and time as the Administrative Agent and the
L/C Issuer may agree in a particular instance in their sole discretion) prior to
the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer:  (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (G) such
other matters as the L/C Issuer may require.  In the case of a request
for an amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the L/C Issuer (1)
the Letter of Credit to be amended; (2) the proposed date of amendment thereof
(which shall be a Business Day); (3) the nature of the proposed amendment; and
(4) such other matters as the L/C Issuer may require.  Additionally,
the Administrative Borrower and Holdings, as applicable, shall furnish to the
L/C Issuer and the Administrative Agent such other documents and information
pertaining to such requested Letter of Credit issuance or amendment, including
any Issuer Documents, as the L/C Issuer or the Administrative Agent may
require.




(ii)  Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Administrative Borrower or Holdings, as applicable, and, if not, the
L/C Issuer will provide the Administrative Agent with a copy
thereof.  Unless the L/C Issuer has received written notice from any
Revolving Credit Lender, the Administrative Agent or any Loan Party, at least
one Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Article IV
shall not then be satisfied, then, subject to the terms and conditions hereof,
the L/C Issuer shall, on the requested date, issue a Letter of Credit for the
account of the applicable Borrower or Holdings or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer’s
usual and customary business practices.  Immediately upon the issuance
of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a
risk participation in such Letter of Credit in an amount equal to the product of
such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of
such Letter of Credit.




(iii)  If the
Administrative Borrower, on behalf of any Borrower or Holdings, or Holdings so
requests in any applicable Letter of Credit Application, the L/C Issuer may, in
its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any
such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued.  Unless otherwise directed by the L/C
Issuer, the Administrative Borrower, such Borrower or Holdings, as applicable,
shall not be required to make a specific request to the L/C Issuer for any such
extension.  Once an Auto-Extension Letter of Credit has been issued,
the Revolving Credit Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer to permit the extension of such Letter of Credit at any
time to an expiry date not later than the Letter of Credit Expiration Date;
provided, however, that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation at such time to
issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is five Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Revolving Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Revolving Credit Lender or the Borrowers that one or
more of the applicable conditions specified in Section 4.02 is not
then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.




(iv)  If the
Administrative Borrower, on behalf of any Borrower or Holdings, or Holdings so
requests in any applicable Letter of Credit Application, the L/C Issuer may, in
its sole and absolute discretion, agree to issue a Letter of Credit that permits
the automatic reinstatement of all or a portion of the stated amount thereof
after any drawing thereunder (each, an “Auto-Reinstatement Letter of
Credit”).  Unless otherwise directed by the L/C Issuer, the
Administrative Borrower, such Borrower or Holdings, as applicable, shall not be
required to make a specific request to the L/C Issuer to permit such
reinstatement.  Once an Auto-Reinstatement Letter of Credit has been
issued, except as provided in the following sentence, the Revolving Credit
Lenders shall be deemed to have authorized (but may not require) the L/C Issuer
to reinstate all or a portion of the stated amount thereof in accordance with
the provisions of such Letter of Credit.  Notwithstanding the
foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to
decline to reinstate all or any portion of the stated amount thereof after a
drawing thereunder by giving notice of such non-reinstatement within a specified
number of days after such drawing (the “Non-Reinstatement
Deadline”), the L/C Issuer shall not permit such reinstatement if it has
received a notice (which may be by telephone or in writing) on or before the day
that is five Business Days before the Non-Reinstatement Deadline (A) from the
Administrative Agent that the Required Revolving Lenders have elected not to
permit such reinstatement or (B) from the Administrative Agent, any Lender or
the Borrowers that one or more of the applicable conditions specified in Section 4.02 is not
then satisfied (treating such reinstatement as an L/C Credit Extension for
purposes of this clause) and, in each case, directing the L/C Issuer not to
permit such reinstatement.




(v)  Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the relevant Borrower and the Administrative
Agent a true and complete copy of such Letter of Credit or
amendment.




(c)  Drawings and Reimbursements;
Funding of Participations.  (i) Upon receipt from the
beneficiary of any Letter of Credit of any notice of a drawing under such Letter
of Credit, the L/C Issuer shall notify the Administrative Borrower and the
Administrative Agent thereof.  Not later than 11:00 a.m. on the date
of any payment by the L/C Issuer under a Letter of Credit (each such date, an
“Honor Date”),
the Borrowers, or Holdings if such Letter of Credit was issued to for Holdings’
account, shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing.  If the Borrowers or
Holdings, as applicable, fail to so reimburse the L/C Issuer by such time, the
Administrative Agent shall promptly notify each Revolving Credit Lender of the
Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Revolving Credit Lender’s Applicable
Revolving Credit Percentage thereof.  In such event, the Borrowers
shall be deemed to have requested a Revolving Credit Borrowing of Base Rate
Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Revolving Credit Commitments and the conditions set forth in
Section 4.02
(other than the delivery of a Committed Loan Notice).  Any notice
given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.




(ii)  Each
Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of the L/C
Issuer at the Administrative Agent’s Office in an amount equal to its Applicable
Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m.
on the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii),
each Revolving Credit Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the Borrowers in such amount.  The
Administrative Agent shall promptly remit the funds so received to the L/C
Issuer.




(iii)  With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving
Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02
cannot be satisfied or for any other reason, the Borrowers shall be deemed to
have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
Default Rate.  In such event, each Revolving Credit Lender’s payment
to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section
2.03.




(iv)  Until
each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance
pursuant to this Section 2.03(c) to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Applicable Revolving Credit Percentage of
such amount shall be solely for the account of the L/C Issuer.




(v)  Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C
Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit,
as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the L/C Issuer, the Borrowers or
any other Person for any reason whatsoever; (B) the occurrence or continuance of
a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to
this Section
2.03(c) is subject to the conditions set forth in Section 4.02 (other
than delivery by the Borrowers of a Committed Loan Notice ).  No such
making of an L/C Advance shall relieve or otherwise impair the obligation of the
Borrowers to reimburse the L/C Issuer for the amount of any payment made by the
L/C Issuer under any Letter of Credit, together with interest as provided
herein.




(vi)  If any
Revolving Credit Lender fails to make available to the Administrative Agent for
the account of the L/C Issuer any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.03(c) by
the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer
in connection with the foregoing.  If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Committed Loan included in the relevant Committed Borrowing or L/C
Advance in respect of the relevant L/C Borrowing, as the case may
be.  A certificate of the L/C Issuer submitted to any Revolving Credit
Lender (through the Administrative Agent) with respect to any amounts owing
under this Section 2.03(c)(vi)
shall be conclusive absent manifest error.




(d)  Repayment of
Participations.  (i) At any time after the L/C Issuer has made
a payment under any Letter of Credit and has received from any Revolving Credit
Lender such Lender’s L/C Advance in respect of such payment in accordance with
Section
2.03(c), if the Administrative Agent receives for the account of the L/C
Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from a Borrower or otherwise, including proceeds of
Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Revolving Credit Percentage
thereof in the same funds as those received by the Administrative
Agent.




(ii)  If any
payment received by the Administrative Agent for the account of the L/C Issuer
pursuant to Section
2.03(c)(i) is required to be returned under any of the circumstances
described in Section
11.05 (including pursuant to any settlement entered into by the L/C
Issuer in its discretion), each Revolving Credit Lender shall pay to the
Administrative Agent for the account of the L/C Issuer its Applicable Revolving
Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned by such Lender,
at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this
Agreement.




(e)  Obligations
Absolute.  The obligation of the Borrowers and Holdings to
reimburse the L/C Issuer for each drawing under each Letter of Credit and to
repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:




(i)  any lack
of validity or enforceability of such Letter of Credit, this Agreement, or any
other Loan Document;




(ii)  the
existence of any claim, counterclaim, setoff, defense or other right that the
Borrowers, Holdings or any Subsidiary may have at any time against any
beneficiary or any transferee of such Letter of Credit (or any Person for whom
any such beneficiary or any such transferee may be acting), the L/C Issuer or
any other Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;




(iii)  any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;




(iv)  any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or




(v)  any other
circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, Holdings or its
Subsidiaries.




The
Borrowers or Holdings, as applicable, shall promptly examine a copy of each
Letter of Credit and each amendment thereto that is delivered to it and, in the
event of any claim of noncompliance with the Administrative Borrower’s or
Holding’s instructions, as applicable, or other irregularity, the Administrative
Borrower or Holdings, as applicable, will immediately notify the L/C
Issuer.  The Borrowers and Holdings shall be conclusively deemed to
have waived any such claim against the L/C Issuer and its correspondents unless
such notice is given as aforesaid.




(f)  Role of L/C
Issuer.  Each Lender, Holdings and each Borrower agrees that,
in paying any drawing under a Letter of Credit, the L/C Issuer shall not have
any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such
document.  None of the L/C Issuer, the Administrative Agent, any of
their respective Related Parties nor any correspondent, participant or assignee
of the L/C Issuer shall be liable to any Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the
Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document.  The Borrowers hereby assume all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude any Borrower’s pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e);
provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrowers may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrowers, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by such Borrower which such
Borrower proves were caused by the L/C Issuer’s willful misconduct or gross
negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the
L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.




(g)  Cash
Collateral.  Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the Borrowers shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C
Obligations.  Sections 2.05 and
8.02(c)set
forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.03, Section 2.05 and
Section
8.02(c), “Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer (which documents are hereby consented to by the
Lenders).  Derivatives of such term have corresponding
meanings.  The Borrowers hereby grant to the Administrative Agent, for
the benefit of the L/C Issuer and the Lenders, a security interest in all such
cash, deposit accounts and all balances therein and all proceeds of the
foregoing.  Cash Collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America.  If at any
time the Administrative Agent determines that any funds held as Cash Collateral
are subject to any right or claim of any Person other than the Administrative
Agent or that the total amount of such funds is less than the aggregate
Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon
demand by the Administrative Agent, pay to the Administrative Agent, as
additional funds to be deposited as Cash Collateral, an amount equal to the
excess of (x) such aggregate Outstanding Amount over (y) the total
amount of funds, if any, then held as Cash Collateral that the Administrative
Agent determines to be free and clear of any such right and
claim.  Upon the drawing of any Letter of Credit for which funds are
on deposit as Cash Collateral, such funds shall be applied, to the extent
permitted under applicable Laws, to reimburse the L/C Issuer.




(h)  Applicability of ISP and
UCP.  Unless otherwise expressly agreed by the L/C Issuer and
the Administrative Borrower when a Letter of Credit is issued, (i) the rules of
the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently published
by the International Chamber of Commerce at the time of issuance shall apply to
each commercial Letter of Credit.




(i)  Letter of Credit
Fees.  The Borrowers shall pay to the Administrative Agent for
the account of each Revolving Credit Lender in accordance with its Applicable
Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit
Fee”) for each Letter of Credit equal to the Applicable Rate times the daily
amount available to be drawn under such Letter of Credit.  For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section
1.06.  Letter of Credit Fees shall be (i) due and payable on
the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand and (ii) computed on a quarterly basis in arrears.  If there is
any change in the Applicable Rate during any quarter, the daily amount available
to be drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.  Notwithstanding anything to the
contrary contained herein, upon the request of the Required Revolving Lenders,
while any Event of Default exists, all Letter of Credit Fees shall accrue at the
Default Rate.




(j)  Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  The Borrowers
shall pay directly to the L/C Issuer for its own account a fronting fee (i) with
respect to each commercial Letter of Credit, at the rate specified in the Fee
Letter, computed on the amount of such Letter of Credit, and payable upon the
issuance thereof, (ii) with respect to any amendment of a commercial Letter of
Credit increasing the amount of such Letter of Credit, at a rate separately
agreed between the Administrative Borrower and the L/C Issuer, computed on the
amount of such increase, and (iii) with respect to each standby Letter of
Credit, at the rate per annum specified in the Fee Letter, computed on the daily
amount available to be drawn under such Letter of Credit on a quarterly basis in
arrears.  Such fronting fee shall be due and payable on the tenth
Business Day after the end of each March, June, September and December in
respect of the most recently-ended quarterly period (or portion thereof, in the
case of the first payment), commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section
1.06.  In addition, the Borrowers shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect.  Such
customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.




(k)  Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.




(l)  Letters of Credit Issued for
Holdings.  Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account
of, Holdings, the Borrowers shall be obligated to reimburse the L/C Issuer
hereunder for any and all drawings under such Letter of Credit.  Each
Borrower hereby acknowledges that the issuance of Letters of Credit for the
account of Holdings inures to the benefit of such Borrower, and that such
Borrower’s business derives substantial benefits from the businesses of Holdings
and from Holdings guarantee of its obligations hereunder and under the other
Loan Documents.  Holdings hereby agrees and acknowledges that any and
all obligations in respect of any Letter of Credit issued for the account of
Borrowers shall be guaranteed by Holdings pursuant to Article
X.




2.04.  Swing Line
Loans.  (a)  The Swing
Line.  Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.04, to make
loans (each such loan, a “Swing Line Loan”) to
the Borrowers from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount
of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Revolving Credit Percentage of the
Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving
Credit Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Revolving Credit
Outstandings shall not exceed the Revolving Credit Facility at such time, (ii)
the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving
Credit Lender at such time, plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all L/C Obligations at such time, plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all Swing Line Loans at such time shall not exceed such Lender’s Revolving
Credit Commitment and (iii) the Total Outstandings shall not exceed the Maximum
Available Amount; and provided further that the
Borrowers shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan.  Within the foregoing limits, and subject
to the other terms and conditions hereof, the Borrowers may borrow under this
Section 2.04,
prepay under Section
2.05, and reborrow under this Section
2.04.  Each Swing Line Loan shall bear interest only at a rate
based on the Base Rate.  Immediately upon the making of a Swing Line
Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of
such Swing Line Loan.




(b)  Borrowing
Procedures.  Each Swing Line Borrowing shall be made upon the
Administrative Borrower’s irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone.  Each such
notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (i)
the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the
requested borrowing date, which shall be a Business Day.  Each such
telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Administrative Agent of a written Swing Line Loan Notice,
appropriately completed and signed by a Responsible Officer (other than any
attorney-in-fact) of the Administrative Borrower.  Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof.  Unless the
Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Revolving Credit Lender)
prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the proviso to the first sentence of Section 2.04(a), or
(B) that one or more of the applicable conditions specified in Article IV is not
then satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 3:00 p.m. on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
Borrowers at its office by crediting the account of the Borrowers on the books
of the Swing Line Lender in same day funds.




(c)  Refinancing of Swing Line
Loans.  (i)  Each Borrower promises to pay each
outstanding Swing Line Loan made to it on or prior to the tenth (10th) Business
Day after the drawdown date for such Swing Line Loan and shall, on the last day
of the Availability Period, repay in full the outstanding principal balance of
all Swing Line Loans outstanding.  In addition, the Swing Line Lender
at any time in its sole and absolute discretion may request, on behalf of the
Borrowers (which hereby irrevocably authorizes the Swing Line Lender to so
request on its behalf), that each Revolving Credit Lender make a Base Rate Loan
in an amount equal to such Lender’s Applicable Revolving Credit Percentage of
the amount of Swing Line Loans then outstanding.  Such request shall
be made in writing (which written request shall be deemed to be a Committed Loan
Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the unutilized portion of the Revolving
Credit Facility and the conditions set forth in Section
4.02.  The Swing Line Lender shall furnish the Administrative
Borrower with a copy of the applicable Committed Loan Notice promptly after
delivering such notice to the Administrative Agent.  Each Revolving
Credit Lender shall make an amount equal to its Applicable Revolving Credit
Percentage of the amount specified in such Committed Loan Notice available to
the Administrative Agent in immediately available funds for the account of the
Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m.
on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Revolving Credit Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the Borrowers in such amount.  The
Administrative Agent shall remit the funds so received to the Swing Line
Lender.




(ii)  If for
any reason any Swing Line Loan cannot be refinanced by such a Revolving
Credit  Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swing Line Lender as set forth
herein shall be deemed to be a request by the Swing Line Lender that each of the
Revolving Credit Lenders fund its risk participation in the relevant Swing Line
Loan and each Revolving Credit Lender’s payment to the Administrative Agent for
the account of the Swing Line Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.




(iii)  If any
Revolving Credit Lender fails to make available to the Administrative Agent for
the account of the Swing Line Lender any amount required to be paid by such
Lender pursuant to the foregoing provisions of this Section 2.04(c) by
the time specified in Section 2.04(c)(i),
the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the Swing Line Lender at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the
Swing Line Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by the Swing Line Lender in connection with the foregoing.  If
such Lender pays such amount (with interest and fees as aforesaid), the amount
so paid shall constitute such Lender’s Committed Loan included in the relevant
Committed Borrowing or funded participation in the relevant Swing Line Loan, as
the case may be.  A certificate of the Swing Line Lender submitted to
any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause
(iii) shall be conclusive absent manifest error.




(iv)  Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or to
purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, the
Borrowers or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to
this Section 2.04(c)
is subject to the conditions set forth in Section
4.02.  No such funding of risk participations shall relieve or
otherwise impair the obligation of the Borrowers to repay Swing Line Loans,
together with interest as provided herein.




(d)  Repayment of
Participations.  (i)  At any time after any Revolving
Credit Lender has purchased and funded a risk participation in a Swing Line
Loan, if the Swing Line Lender receives any payment on account of such Swing
Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender
its Applicable Revolving Credit Percentage thereof in the same funds as those
received by the Swing Line Lender.




(ii)  If any
payment received by the Swing Line Lender in respect of principal or interest on
any Swing Line Loan is required to be returned by the Swing Line Lender under
any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender
its Applicable Revolving Credit Percentage thereof on demand of the
Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate.  The Administrative Agent will
make such demand upon the request of the Swing Line Lender.  The
obligations of the Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.




(e)  Interest for Account of
Swing Line Lender.  The Swing Line Lender shall be responsible
for invoicing the Administrative Borrower for interest on the Swing Line
Loans.  Until each Revolving Credit Lender funds its Base Rate Loan or
risk participation pursuant to this Section 2.04 to
refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage
of any Swing Line Loan, interest in respect of such Applicable Revolving Credit
Percentage shall be solely for the account of the Swing Line
Lender.




(f)  Payments Directly to Swing
Line Lender.  The Borrowers shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing
Line Lender.




2.05.  Prepayments.  (a)  Optional.  (i)  The
Borrowers may, upon notice to the Administrative Agent, at any time or from time
to time voluntarily prepay the Term Loan and the Revolving Credit Loans in whole
or in part without premium or penalty; provided that (A)
such notice must be received by the Administrative Agent not later than 11:00
a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate
Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment
of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole
multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding.  Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar
Rate Loans are to be prepaid, the Interest Period(s) of such
Loans.  The Administrative Agent will promptly notify each Lender of
its receipt of each such notice, and of the amount of such Lender’s ratable
portion of such prepayment (based on such Lender’s Applicable Percentage in
respect of the relevant Facility).  If such notice is given by the
Administrative Borrower, the Borrowers shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.  Any prepayment of a Eurodollar Rate Loan shall be
accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section
3.05.  Each prepayment of the outstanding Term Loan pursuant to
this Section
2.05(a) shall be applied to the principal repayment installments thereof
in inverse order of maturity, and each such prepayment shall be paid to the
Lenders in accordance with their respective Applicable Percentages in respect of
each of the relevant Facilities.




(ii)  The
Borrowers may, upon notice by the Administrative Borrower to the Swing Line
Lender (with a copy to the Administrative Agent), at any time or from time to
time, voluntarily prepay Swing Line Loans in whole or in part without premium or
penalty; provided that (A)
such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such
prepayment shall be in a minimum principal amount of $500,000.  Each
such notice shall specify the date and amount of such prepayment.  If
such notice is given by the Administrative Borrower, the Borrowers shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.




(b)  Mandatory.
(i)  If any Borrower Disposes of a Vessel which result in the
realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an
aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds
immediately upon receipt thereof by such Person (such prepayments to be applied
as set forth in clause
(iv) below); provided that if the
Disposition of any such Vessel would cause the Total Outstandings to exceed
Maximum Available Amount, the Borrowers, prior to such Disposition, shall prepay
the Loans and the other Credit Extensions or pledge additional Vessels, in each
case, to eliminate such expected deficiency (with such prepayment of the Loans
and other Credit Extensions or such pledge of additional Vessels to be made in
accordance with Section 2.05(b)(iii)
below).




(ii)  If an
Event of Loss shall occur in relation to a Vessel, the Borrowers shall prepay
the aggregate principal amount of the Loans and other Credit Extensions on the
date of receipt of insurance proceeds or other compensation attributable thereto
in an amount equal to 100% of such proceeds or other compensation (such
prepayments to be applied as set forth in clause (iv)); provided, however, if the
insurance proceeds or other compensation attributable to such Event of Loss
shall not have been received by the Administrative Agent within 180 days
following the date on which such Event of Loss shall be deemed to have occurred,
the Borrowers shall prepay the aggregate principal amount of the Loans on such
180th day by
an amount equal to the amount of insurance against total loss required to be
maintained in respect of such Vessel pursuant to the Preferred Vessel Mortgage
thereon.




(iii)  If for
any reason the Total Outstandings shall exceed Maximum Available Amount, the
Borrowers shall immediately prepay the Loans and other Credit Extensions in an
aggregate amount equal to such excess (such prepayments to be applied as set
forth in clause
(iv)); provided that, the
Borrowers shall not be required to make such prepayment of the Loans and other
Credit Extensions so long as (A) no Default or Event of Default shall have
occurred or then be continuing and (B) within 10 days of any such event (or, in
the case of any Disposition of a Vessel, prior to any such Disposition), (x) the
Borrowers pledge additional Vessels having an appraised Fair Market Value
sufficient to eliminate such deficiency or (y) the Borrowers cause another
Subsidiary of Holdings (which may be an Excluded Subsidiary) to join this
agreement in accordance with Section 2.14 and such
Person pledges additional Vessels having an appraised Fair Market Value
sufficient to eliminate such deficiency, in each case, such pledge to be in a
manner and pursuant to documentation satisfactory in all respects to the
Administrative Agent, and to include a Valuation of such additional Vessels and
documentation and information of the type described in Section 4.01(a)(iv),
legal opinions in favor of the Administrative Agent and the Lenders as to
matters such Persons may reasonably request, certificates of Responsible
Officer’s of the applicable Loan Parties and an updated Borrowing Base
Certificate reflecting the inclusion of such additional Vessels.




(iv)  Each
prepayment of Loans pursuant to the foregoing clauses (i), (ii) and (iii) of this Section 2.05(b) shall
be applied, first, to the
Revolving Credit Facility in the manner set forth in clause (v) of this
Section 2.05(b)
(other than to Cash Collateralize the remaining L/C Obligations), second, to the Term
Facility to the principal repayment installments thereof on a pro rata basis
and, third, to
the Revolving Credit Facility in the manner set forth in clause (v), third of this Section 2.05(b) to
Cash Collateralize the remaining L/C Obligations.




(v)  Prepayments
of the Revolving Credit Facility made pursuant to this Section 2.05(b),
shall be made without permanently reducing the Revolving Credit Facility and
shall be applied first, ratably to the
L/C Borrowings and the Swing Line Loans, and second, to the
outstanding Revolving Credit Loans, and, third, to Cash
Collateralize the remaining L/C Obligations.  Upon the drawing of any
Letter of Credit that has been Cash Collateralized, the funds held as Cash
Collateral shall be applied (without any further action by or notice to or from
the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the
Revolving Credit Lenders, as applicable.




2.06.  Termination or Reduction of
Commitments.  (a)  Optional.  The
Borrowers may, upon notice to the Administrative Agent from the Administrative
Borrower, terminate the Revolving Credit Facility, the Letter of Credit Sublimit
or the Swing Line Sublimit, or from time to time permanently reduce the
Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line
Sublimit; provided that (i) any
such notice shall be received by the Administrative Agent not later than 11:00
a.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $5,000,000 or any
whole multiple of $500,000 in excess thereof and (iii) the Borrowers shall not
terminate or reduce (A) the Revolving Credit Facility if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Revolving Credit
Outstandings would exceed the Revolving Credit Facility, (B) the Letter of
Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C
Obligations not fully Cash Collateralized hereunder would exceed the Letter of
Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto
and to any concurrent prepayments hereunder, the Outstanding Amount of Swing
Line Loans would exceed the Swing Line Sublimit.




(b)  Mandatory.  The
aggregate Term Commitments shall be automatically and permanently reduced to
zero on the date of the Term Borrowing.




(c)  Application of Commitment
Reductions; Payment of Fees.  The Administrative Agent will
promptly notify the Lenders of any termination or reduction of the Letter of
Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under
this Section
2.06.  Upon any reduction of the Revolving Credit Commitments,
the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced
by such Lender’s Applicable Revolving Credit Percentage of such reduction
amount.  All fees in respect of the Revolving Credit Facility accrued
until the effective date of any termination of the Revolving Credit Facility
shall be paid on the effective date of such termination.




2.07.  Repayment of
Loans.  (a) Term
Loans.  The Borrowers shall repay to the Term Lenders the
aggregate principal amount of all Term Loans outstanding on the following dates
in the respective amounts set forth opposite such dates (which amounts shall be
reduced as a result of the application of prepayments of the Term Loans in
accordance with the order of priority set forth in Section
2.06):




Date
            AmountJune
      30, 2008
            $9,500,000.00September
      30, 2008
            $9,500,000.00December
      31, 2008
            $9,500,000.00March
      31, 2009
            $9,500,000.00June
      30, 2009
            $9,500,000.00September
      30, 2009
            $9,500,000.00December
      31, 2009
            $9,500,000.00March
      31, 2010
            $9,500,000.00June
      30, 2010
            $9,500,000.00September
      30, 2010
            $9,500,000.00December
      31, 2010
            $9,500,000.00March
      31, 2011
            $9,500,000.00June
      30, 2011
            $9,500,000.00September
      30, 2011
            $9,500,000.00December
      31, 2011
            $9,500,000.00




provided, however, that the
aggregate principal amount of all Term Loans outstanding on the Maturity Date
shall be due on such date.




(b)  Revolving Credit
Loans.  The Borrowers shall repay to the Revolving Credit
Lenders on the Maturity Date for the Revolving Credit Facility the aggregate
principal amount of all Revolving Credit Loans outstanding on such
date.




(c)  Swing Line
Loans.  The Borrowers shall repay each Swing Line Loan on the
earlier to occur of (i) the date ten Business Days after such Loan is made and
(ii) the Maturity Date for the Revolving Credit Facility.




2.08.  Interest.  (a)
Subject to the provisions of Section 2.08(b), (i)
each Eurodollar Rate Loan under a Facility shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurodollar Rate for such Interest Period plus the Applicable
Rate for such Facility; (ii) each Base Rate Loan under a Facility shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate for such Facility; and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable
Rate for the Revolving Credit Facility.




(b)  (i)           If
any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.




(ii)  If any
amount (other than principal of any Loan) payable by the Borrowers under any
Loan Document is not paid when due (without regard to any applicable grace
periods), whether at stated maturity, by acceleration or otherwise, then upon
the request of the Required Lenders such amount shall thereafter bear interest
at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.




(iii)  Upon the
request of the Required Lenders, while any Event of Default exists, the
Borrowers shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.




(iv)  Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.




(c)  Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.




2.09.  Fees.  In addition
to certain fees described in Sections 2.03(i) and
(j):




(a)  Commitment
Fee.  The Borrowers shall pay to the Administrative Agent for
the account of each Revolving Credit Lender in accordance with its Applicable
Revolving Credit Percentage, a commitment fee equal to the Applicable Commitment
Fee Percentage times the actual
daily amount by which the Revolving Credit Facility exceeds the sum of (i) the
Outstanding Amount of Revolving Credit Loans (but excluding any Swing Loan Loans
therefrom) and (ii) the Outstanding Amount of L/C Obligations.  The
commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV is not
met, and shall be due and payable quarterly in arrears on the last Business Day
of each March, June, September and December, commencing with the first such date
to occur after the Closing Date, and, in the case of the commitment fee with
respect to the Revolving Credit Facility, on the last day of the Availability
Period for the Revolving Credit Facility.  The commitment fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.




(b)  Other
Fees.  (i) The Borrowers shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter.  Such fees shall be fully
earned when paid and shall not be refundable for any reason
whatsoever.




(ii)  The
Borrowers shall pay to the Lenders such fees as shall have been separately
agreed upon in writing in the amounts and at the times so
specified.  Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.




2.10.  Computation of Interest and
Fees.   All computations of interest for Base Rate Loans
when the Base Rate is determined by Bank of America’s “prime rate” shall be made
on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed.  All other computations of fees and interest shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a
365-day year).  Interest shall accrue on each Loan for the day on
which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day.  Each determination by the Administrative Agent
of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.




2.11.  Evidence of
Debt.  (a)  The Credit Extensions made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
and by the Administrative Agent in the ordinary course of
business.  The accounts or records maintained by the Administrative
Agent and each Lender shall be conclusive absent manifest error of the amount of
the Credit Extensions made by the Lenders to the Borrowers and the interest and
payments thereon.  Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Borrowers
hereunder to pay any amount owing with respect to the Obligations.  In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.  Upon the request of any Lender made
through the Administrative Agent, the Borrowers shall execute and deliver to
such Lender (through the Administrative Agent) a Note, which shall evidence such
Lender’s Loans in addition to such accounts or records.  Each Lender
may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect
thereto.




(b)  In
addition to the accounts and records referred to in Section 2.11(a), each
Lender and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.




2.12.  Payments Generally; Administrative
Agent’s Clawback.(a)  General.  All
payments to be made by the Borrowers shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff.  Except
as otherwise expressly provided herein, all payments by the Borrowers hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein.  The Administrative Agent will promptly distribute
to each Lender its Applicable Percentage in respect of the relevant Facility (or
other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.  All
payments received by the Administrative Agent after 2:00 p.m. shall be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.  If any payment to be made by the Borrowers
shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected on
computing interest or fees, as the case may be.




(b)  (i)  Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender
will not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or, in
the case of a Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02) and
may, in reliance upon such assumption, make available to the Borrowers a
corresponding amount.  In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrowers severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrowers to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by the Administrative Agent in connection with the
foregoing, and (B) in the case of a payment to be made by the Borrowers, the
interest rate applicable to Base Rate Loans.  If the Borrowers and
such Lender shall pay such interest to the Administrative Agent for the same or
an overlapping period, the Administrative Agent shall promptly remit to the
Borrowers the amount of such interest paid by the Borrowers for such
period.  If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such Borrowing.  Any payment by the Borrowers shall
be without prejudice to any claim the Borrowers may have against a Lender that
shall have failed to make such payment to the Administrative Agent.




(ii)  Payments by Borrowers;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Administrative Borrower
prior to the time at which any payment is due to the Administrative Agent for
the account of the Lenders or the L/C Issuer hereunder that the Borrowers will
not make such payment, the Administrative Agent may assume that the Borrowers
have made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer,
as the case may be, the amount due.  In such event, if the Borrowers
have not in fact made such payment, then each of the Appropriate Lenders or the
L/C Issuer, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or the L/C
Issuer, in immediately available funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.




A notice
of the Administrative Agent to any Lender or the Borrowers with respect to any
amount owing under this subsection (b) shall
be conclusive, absent manifest error.




(c)  Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in
the foregoing provisions of this Article II, and such
funds are not made available to the Borrowers by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.




(d)  Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make Term
Loans and Revolving Credit Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 11.04(c) are
several and not joint.  The failure of any Lender to make any Loan, to
fund any such participation or to make any payment under Section 11.04(c) on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to purchase
its participation or to make its payment under Section
11.04(c).




(e)  Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.




(f)  Insufficient
Funds.  If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, interest and fees then due hereunder, such funds shall be applied
(i) first,
toward payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, toward
payment of principal and L/C Borrowings then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties.




2.13.  Sharing of Payments by
Lenders.If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of (a)
Obligations in respect of any the Facilities due and payable to such Lender
hereunder and under the other Loan Documents at such time in excess of its
ratable share (according to the proportion of (i) the amount of such Obligations
due and payable to such Lender at such time to (ii) the aggregate amount of the
Obligations in respect of the Facilities due and payable to all Lenders
hereunder and under the other Loan Documents at such time) of payments on
account of the Obligations in respect of the Facilities due and payable to all
Lenders hereunder and under the other Loan Documents at such time obtained by
all the Lenders at such time or (b) Obligations in respect of any of the
Facilities owing (but not due and payable) to such Lender hereunder and under
the other Loan Documents at such time in excess of its ratable share (according
to the proportion of (i) the amount of such Obligations owing (but not due and
payable) to such Lender at such time to (ii) the aggregate amount of the
Obligations in respect of the Facilities owing (but not due and payable) to all
Lenders hereunder and under the other Loan Documents at such time) of payment on
account of the Obligations in respect of the Facilities owing (but not due and
payable) to all Lenders hereunder and under the other Loan Documents at such
time obtained by all of the Lenders at such time then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of Obligations in respect of the Facilities then due and
payable to the Lenders or owing (but not due and payable) to the Lenders, as the
case may be, provided that:




(i)  if any
such participations or subparticipations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and




(ii)  the
provisions of this Section shall not be construed to apply to (A) any payment
made by the Borrowers pursuant to and in accordance with the express terms of
this Agreement or (B) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or
subparticipations in L/C Obligations or Swing Line Loans to any assignee or
participant, other than to the Borrowers or any Subsidiary thereof (as to which
the provisions of this Section shall apply).




Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do
so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against such Loan Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Loan Party in the amount of such
participation.




2.14.  Additional
Borrowers.Upon the Borrowers’ election to request that
another Subsidiary of Holdings to become a Borrower hereunder (whether pursuant
to Section
2.05(b)(iii) or otherwise), then the Administrative Borrower shall, upon
not less than 10 Business Days’ notice from the Administrative Borrower to the
Administrative Agent (or such shorter period as may be agreed by the
Administrative Agent in its sole discretion), designate any Subsidiary of
Holdings (an “Applicant Borrower”)
as a Borrower to receive Loans and Letters of Credit hereunder by delivering to
the Administrative Agent (which shall promptly deliver copies thereof to each
Lender) a duly executed notice, which shall specify, among other things, the
notice address of such Applicant Borrower and information of the type described
in Section
11.17 with respect to the Applicant Borrower; provided that (i)
such Applicant Borrower shall be organized under the laws of the United States
(or any political subdivision thereof), the Republic of the Marshall Islands or
another jurisdiction acceptable to the Administrative Agent and the Lenders and
(ii) such Applicant Borrower (and any Vessels owned by such Applicant Borrower)
shall be subject to the approval of the Administrative Agent in its sole
discretion.  The parties hereto acknowledge and agree that prior to
any Applicant Borrower becoming entitled to utilize the credit facilities as a
Borrower as provided for herein the Administrative Agent shall
have:




(i)  received
a duly executed and delivered an assumption agreement, in form and substance
satisfactory to the Administrative Agent, documentation of the type described in
Sections
4.01(a)(viii) and (ix) and a
description of the real and personal properties of such Subsidiary (including
any vessels owned by such Subsidiary), in detail satisfactory to the
Administrative Agent,




(ii)  received
the applicable Collateral Documents and other security and pledge agreements, as
specified by and in form and substance satisfactory to the Administrative Agent
(including (A) delivery of all Securities Collateral in and of such Subsidiary,
and other instruments of the type specified in Section 4.01(a)(iii)
and (B) in the case of a Vessel, a Valuation of such Vessel and documentation
and information of the type described in Section 4.01(a)(iv)),
securing payment of all the Obligations of such Subsidiary or such parent, as
the case may be, under the Loan Documents and constituting Liens on all such
real and personal properties and taken whatever action (including the recording
of Preferred Vessel Mortgages, the filing of Uniform Commercial Code financing
statements (or the equivalent in any foreign jurisdiction), the giving of
notices and the endorsement of notices on title documents) may be necessary or
advisable in the opinion of the Administrative Agent to vest in the
Administrative Agent (or in any representative of the Administrative Agent
designated by it) valid and subsisting first priority Liens on the properties
purported to be subject to the Collateral Documents and security and pledge
agreements delivered pursuant to this Section 2.14,
enforceable against all third parties in accordance with their
terms,




(iii)  received
a signed copy of a favorable opinion, addressed to the Administrative Agent and
the other Secured Parties, of counsel for the Loan Parties acceptable to the
Administrative Agent as to the matters contained in clauses (i) and
(ii) above, and
as to such other matters as the Administrative Agent may reasonably request,
and




(iv)  received
an updated Borrowing Base Certificate in accordance with Section 6.02(l)
reflecting the inclusion of additional Vessels and such other documents,
instruments and information (including, without limitation, information of the
type described in Section 4.01 with
respect to the Applicant Borrower) as the Administrative Agent may
request.




Upon the
satisfaction of the conditions specified herein and upon the approval of the
Administrative Agent as set forth above, an Applicant Borrower shall be entitled
to receive Loans and Letters of Credit as a Borrower hereunder, and the
Administrative Agent shall send a written notice to Administrative Borrower and
the Lenders specifying the effective date upon which the Applicant Borrower
shall constitute a Borrower for purposes hereof, whereupon each of the Lenders
agrees to permit such Applicant Borrower to receive Loans and Letters of Credit
hereunder, on the terms and conditions set forth herein, and each of the parties
agrees that such Borrower otherwise shall be a Borrower for all purposes of this
Agreement; provided that no Loan notices or Applications may be submitted by or
on behalf of such Borrower until the date five Business Days after such
effective date.




2.15.  Joint and Several Liability of the
Borrowers.The Obligations of the Borrowers shall be joint and
several in nature.  Each Borrower hereby irrevocably and
unconditionally agrees that it is jointly and severally liable for all of the
liabilities, obligations, covenants and agreements of the Borrowers hereunder
and under the other Loan Documents, whether now or hereafter existing or due or
to become due. The obligations of the Borrowers under the Loan Documents may be
enforced by the Administrative Agent and the Lenders against any Borrower or all
Borrowers in any manner or order selected by the Administrative Agent or the
Required Lenders in their sole discretion. Each Borrower hereby irrevocably
waives (i) any rights of subrogation and (ii) any rights of contribution,
indemnity or reimbursement, in each case, that it may acquire or that may arise
against any other Borrower due to any payment or performance made under this
Agreement, in each case until all Obligations shall have been fully satisfied.
Without limiting the foregoing provisions of this Section 2.15, each.
Borrower acknowledges and agrees that:




(a)  its
obligations under this Agreement shall remain enforceable against it even though
such obligations may be unenforceable or not allowable against any other
Borrower due to the existence of an insolvency proceeding involving any other
Borrower or otherwise;




(b)  its
obligations under this Agreement are independent of the obligations of any other
Borrower, and a separate action or actions may be brought and prosecuted against
it in respect of such obligations irrespective of whether any action is brought
against any other Borrower or any other Borrower is joined in any such action or
actions;




(c)  it hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way
relating to, any or all of the following:




(i)  any lack
of validity or enforceability of this Agreement or any agreement or instrument
relating thereto in respect of any other Borrower;




(ii)  any
change in the time, manner or place of payment of, or in any other term of, all
or any of the obligations of any other Borrower under or in respect of this
Agreement, or any other amendment or waiver of or any consent to departure from
this Agreement, in respect of any other Borrower;




(iii)  any
change, restructuring or termination of the structure or existence of any other
Borrower;




(iv)  the
failure of any other Person to execute or deliver any other agreement or the
release or reduction of liability of any other Person with respect to any
obligations of the Borrowers under this Agreement; or




(v)  any other
circumstance (including any statute of limitations but other than the
Obligations having been fully satisfied) or any existence of or reliance on any
representation by any other Person that might otherwise constitute a defense
available to, or a discharge of, any other Borrower;




(d)  its
obligations under this Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any such
obligations is rescinded or must otherwise be returned by any Person upon the
insolvency, bankruptcy or reorganization of any other Borrower, all as though
such payment had not been made; and




(e)  it hereby
unconditionally and irrevocably waives any right to revoke its joint and several
liability under the Loan Documents and acknowledges that such liability is
continuing in nature and applies to all obligations of the Borrowers under the
Loan Documents, whether existing now or in the future




ARTICLE
III.




TAXES,
YIELD PROTECTION AND ILLEGALITY




3.01.  Taxes.  (a) Payments Free of
Taxes.  Any and all payments by or on account of any obligation
of the Borrowers or Holdings hereunder or under any other Loan Document shall be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes, provided that if the
Borrowers shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, any Lender or the L/C Issuer, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrowers or Holdings, as the case may be, shall
make such deductions and (iii) the Borrowers or Holdings, as the case may be,
shall timely pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.




(b)  Payment of Other Taxes by
the Borrowers and Holdings.  Without limiting the provisions of
subsection (a)
above, the Borrowers and Holdings shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.




(c)  Indemnification by the
Borrowers and Holdings.  The Borrowers and Holdings shall,
jointly and severally, indemnify the Administrative Agent, each Lender and the
L/C Issuer, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may
be, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the amount of such payment or
liability delivered to the Administrative Borrowers by a Lender or the L/C
Issuer (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Lender or the L/C Issuer, shall be
conclusive absent manifest error.




(d)  Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrowers or Holdings, as the case may
be, to a Governmental Authority, the Borrowers or Holdings, as the case may be,
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.




(e)  Status of
Lenders.  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrowers or Holdings, as the case may be, is resident for tax purposes, or
any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrowers and
Holdings (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrowers, Holdings
or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate of withholding.  In addition, any
Lender, if requested by the Borrowers, Holdings or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrowers, Holdings or the Administrative Agent as
will enable the Borrowers, Holdings or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements.




Without
limiting the generality of the foregoing, if any Borrower or Holdings, as the
case may be, is resident for tax purposes in the United States, any Foreign
Lender shall deliver to such Borrower or Holdings, as the case may be, and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of such
Borrower, Holdings or the Administrative Agent, but only if such Foreign Lender
is legally entitled to do so), whichever of the following is
applicable:




(i)  duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a
party,




(ii)  duly
completed copies of Internal Revenue Service Form W-8ECI,




(iii)  in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (A) a certificate to the effect that
such Foreign Lender is not (1) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of Holdings within the
meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (B) duly
completed copies of  Internal Revenue Service Form W-8BEN,
or




(iv)  any other
form prescribed by applicable law as a basis for claiming exemption from or a
reduction in United States Federal withholding tax duly completed together with
such supplementary documentation as may be prescribed by applicable law to
permit the Borrowers to determine the withholding or deduction required to be
made.




(f)  Treatment of Certain
Refunds.  If the Administrative Agent, any Lender or the L/C
Issuer determines, in its sole discretion, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by the Borrowers or
Holdings, as the case may be, or with respect to which the Borrowers or
Holdings, as the case may be, has paid additional amounts pursuant to this
Section, it shall pay to the Borrowers or Holdings, as the case may be, an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrowers or Holdings under this Section with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the L/C
Issuer, as the case may be, and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund), provided that the
Borrowers or Holdings, as the case may be, upon the request of the
Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount
paid over to the Borrowers (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer if the Administrative Agent,
such Lender or the L/C Issuer is required to repay such refund to such
Governmental Authority.  This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrowers, Holdings or any other Person.




3.02.  Illegality.  If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the London interbank
market, then, on notice thereof by such Lender to the Administrative Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Administrative Borrower that the circumstances giving rise to such
determination no longer exist.  Upon receipt of such notice, the
Borrowers shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such
Lender to Base Rate Loans, either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate
Loans to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurodollar Rate Loans.  Upon any such prepayment or
conversion, the Borrowers shall also pay accrued interest on the amount so
prepaid or converted.




3.03.  Inability to Determine
Rates.  If the Required Lenders determine that for any reason
in connection with any request for a Eurodollar Rate Loan or a conversion to or
continuation thereof that (a) Dollar deposits are not being offered to banks in
the London interbank eurodollar market for the applicable amount and Interest
Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not
exist for determining the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Administrative Borrower and
each Lender.  Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent
(upon the instruction of the Required Lenders) revokes such
notice.  Upon receipt of such notice, the Administrative Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.




3.04.  Increased
Costs.  (a)  Increased Costs
Generally.  If any Change in Law shall:




(i)  impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the Eurodollar Rate or the L/C
Issuer;




(ii)  subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Rate Loan made by it, or change the basis of taxation of payments
to such Lender or the L/C Issuer in respect thereof (except for Indemnified
Taxes or Other Taxes covered by Section 3.01 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the L/C Issuer); or




(iii)  impose on
any Lender or the L/C Issuer or the London interbank market any other condition,
cost or expense affecting this Agreement or Eurodollar Rate Loans made by such
Lender or any Letter of Credit or participation therein;




and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender or the L/C Issuer
of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender or the
L/C Issuer hereunder (whether of principal, interest or any other amount) then,
upon request of such Lender or the L/C Issuer, the Borrowers will pay to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.




(b)  Capital
Requirements.  If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender’s or the L/C Issuer’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s or the L/C Issuer’s capital or on the capital of such
Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the
Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered.




(c)  Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Administrative
Borrower shall be conclusive absent manifest error.  The Borrowers
shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as
due on any such certificate within 10 days after receipt thereof.




(d)  Delay in
Requests.  Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
to demand such compensation, provided that the
Borrowers shall not be required to compensate a Lender or the L/C Issuer
pursuant to the foregoing provisions of this Section for any increased costs
incurred or reductions suffered more than nine months prior to the date that
such Lender or the L/C Issuer, as the case may be, notifies the Administrative
Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender’s or the L/C Issuer’s intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the nine-month period referred to above shall
be extended to include the period of retroactive effect thereof).




3.05.  Compensation for
Losses.  Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrowers shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:




(a)  any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);




(b)  any
failure by the Borrowers (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by the Borrowers;
or




(c)  any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrowers pursuant to
Section
11.13;




including
any loss of anticipated profits and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.  The Borrowers shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.




For
purposes of calculating amounts payable by the Borrowers to the Lenders under
this Section 3.05,
each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
at the Eurodollar Base Rate used in determining the Eurodollar Rate for such
Loan by a matching deposit or other borrowing in the London interbank eurodollar
market for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.




3.06.  Mitigation Obligations; Replacement
of Lenders.




(a)  Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04,
or any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or
if any Lender gives a notice pursuant to Section 3.02, then
such Lender shall use reasonable efforts to designate a different Lending Office
for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may
be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrowers hereby agree to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.




(b)  Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or if
any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, the
Borrowers may replace such Lender in accordance with Section
11.13.




3.07.  Survival.  All of
the Borrowers’ obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.




ARTICLE
IV.




CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS




4.01.  Conditions of Initial Credit
Extension.  The obligation of the L/C Issuer and each Lender to
make its initial Credit Extension hereunder is subject to satisfaction of the
following conditions precedent:




(a)  The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified and unless otherwise agreed to in writing by the Administrative Agent,
each properly executed by a Responsible Officer of the signing Loan Party, each
dated the Closing Date (or, in the case of certificates of governmental
officials, a recent date before the Closing Date) and each in form and substance
satisfactory to the Administrative Agent and each of the Lenders:




(i)  executed
counterparts of this Agreement, sufficient in number for distribution to the
Administrative Agent, each Lender and the Borrowers;




(ii)  a Note
executed by the Borrowers in favor of each Lender requesting a
Note;




(iii)  executed
counterparts of the Omnibus Amendment, duly executed by each Loan Party party
thereto, together with:




(A)  certificates
representing the Securities Collateral referred to therein accompanied by
undated stock powers executed in blank and instruments evidencing the Pledged
Debt indorsed in blank, together with acknowledgment copies of the filing of any
charge over shares that the Administrative Agent may deem necessary or desirable
in order to perfect the Liens created under the Securities Pledge
Agreement,




(B)  acknowledgment
copies or stamped receipt copies of proper financing statements, duly filed on
or before the day of the initial Credit Extension under the Uniform Commercial
Code of all jurisdictions that the Administrative Agent may deem necessary or
desirable in order to perfect the Liens created under the Security Agreement,
covering the Collateral described in the Security Agreement and acknowledgment
copies of the filing of any charge over assets that the Administrative Agent may
deem necessary or desirable in order to perfect the Liens created under the
Security Agreement,




(C)  completed
requests for information, dated on or before the date of the initial Credit
Extension, listing the financing statements referred to in clause (B) above
and all other effective financing statements filed in the jurisdictions referred
to in clause (B) above
that name any Loan Party as debtor, together with copies of such other financing
statements,




(D)  evidence
of the completion of all other actions, recordings and filings of or with
respect to the Security Agreement and the Securities Pledge Agreement that the
Administrative Agent may deem necessary or desirable in order to perfect the
Liens created thereby,




(E)  the
Account Control Agreements and the Securities Account Control Agreement, in each
case as referred to in the Security Agreement and duly executed by the
appropriate parties, and




(F)  evidence
that all other action that the Administrative Agent may deem necessary or
desirable in order to perfect the Liens created under the Security Agreement and
the Securities Pledge Agreement has been taken (including receipt of duly
executed payoff letters, UCC-3 termination statements and landlords’ and
bailees’ waiver and consent agreements);




(iv)  Preferred
Vessel Mortgages, duly executed by each New Borrower, together
with:




(A)  evidence
that the Preferred Vessel Mortgage relating to the relevant Vessel, duly
executed and delivered by the relevant Borrower and duly registered by the
Mercantile (Marine) Section of the Public Registry of the Republic of Panama or
the Office of the Deputy Commissioner of Maritime Affairs of the Republic of
Liberia in accordance with the laws of the Republic of Panama or the Liberia, as
the case may be, and such other evidence that the Administrative Agent may deem
necessary or desirable in order to create a valid first preferred and subsisting
Lien on the property described therein in favor of the Administrative Agent for
the benefit of the Secured Parties and all filing, documentary, stamp,
intangible and recording taxes and fees have been in connection therewith have
been duly paid;




(B)  fully
executed Approved Manager’s Undertakings with respect to each of the Preferred
Vessel Mortgages;




(C)  a
Multi-Party Agreement relating to the relevant Vessel, duly executed and
delivered by the relevant Borrower and each other Charterer of the Vessel (other
than any Philippine Charterer) that has chartered the Vessel to (1) Holdings or
any of its Affiliates or (2) another Person pursuant to a Charter that, in the
case of this clause
(2), after giving effect to any renewals or other extension provided
therein and in the absence of any early termination, shall or would have a term
of more than one year, together with (A) notices in substantially the form of
Exhibit A and Exhibit B thereto duly executed by such Borrower and each such
Charterer, (B) acknowledgments in substantially the form attached to such
notices duly executed by each Charterer from such Borrower or Charterer, (C) an
irrevocable power of attorney substantially in the form attached as Exhibit C
thereto duly executed by such Borrower and the relevant Philippine Charterer
with respect to such Vessel and, if executed by any party thereto outside the
Republic of the Philippines, duly consularized before a consulate of the
Republic of the Philippines in the jurisdiction of execution, (D) an undated
letter in the form of Exhibit D to the Multi-Party Agreement duly executed by
such Borrower and Philippine Charterer and (E) an acknowledgment in
substantially form of Exhibit E thereto duly executed by the
Sub-Charter,




(D)  a
Philippine Assignment relating to the relevant Vessel, duly executed and
delivered by the relevant Philippine Charterer,




(E)  an
Earnings Assignment relating to the relevant Vessel, duly executed and delivered
by the relevant Loan Party, together with a notice of assignment in the form
attached thereto duly executed by such Loan Party,




(F)  an
Insurance Assignment relating to the relevant Vessel, duly executed and
delivered by the relevant Borrower and the relevant Philippine Charterer,
together with a fully executed notice of assignment substantially in the form
attached thereto, and




(G)  a letter
from Cardillo & Corbett accepting appointment as process agent for each New
Borrower;




(H)  as to
each Charterer of a relevant Vessel that is not a Loan Party, including each
Philippine Charterer of such Vessel,




certified
copies of the resolutions of the board of directors (and shareholders, if
necessary) of such Charterer approving the Loan Documents to which it is or is
to be a party and the other documents to be delivered by it thereunder, and of
all documents evidencing other necessary corporation action and governmental
approvals of such Charterer with respect to the Loan Documents to which it is or
is to be a party and the other documents to be delivered by it
thereunder,




a
certificate of the secretary or an assistant secretary or treasurer of such
Charterer certifying the names and true signatures of the respective officers of
each such Charterer authorized to sign the Loan Documents which it is or is to
be a party and the other documents delivered by it thereunder,




a copy of
the Organization Documents of such Charterer, certified (as of a date reasonably
near such funding date) by the secretary or assistant secretary of such
Charterer as being true ad correct copy thereof, and




a letter
from Cardillo & Corbett accepting appointment as process agent for such
Charterer;




(v)  in
respect of each Loan Party owning a Vessel subject to an existing Preferred
Vessel Mortgage, (i) a Fleet Addendum and (ii) evidence of filing of each such
Fleet Addendum with the Mercantile (Marine) Section of the Public Registry of
the Republic of Panama or the Office of the Deputy Commissioner of Maritime
Affairs of the Republic of Liberia in accordance with the laws of the Republic
of Panama or the Liberia, as the case may be, and such other evidence that the
Administrative Agent may deem necessary or desirable in order to create a valid
first preferred and subsisting Lien on the property described therein in favor
of the Administrative Agent for the benefit of the Secured Parties and all
filing, documentary, stamp, intangible and recording taxes and fees have been in
connection therewith have been duly paid;




(vi)  executed
counterparts of the Omnibus Vessel Collateral Amendment, duly executed by each
Loan Party and each Philippine Charterer party thereto;




(vii)  (i) a
certificate of ownership and encumbrance (or other evidence acceptable to the
Administrative Agent) issued by the Mercantile (Marine) Section of the Public
Registry of the Republic of Panama through the Panamanian Consul in New York
stating that each Vessel is owned by the relevant Borrower and that there are on
record no Liens on such Vessel except (x) in respect of a Vessel owned by a New
Borrower, the mortgages to be discharged on the Closing Date and those permitted
under the Loan Documents and (y) in respect of a Vessel owned by a Borrower
other than the New Borrowers, the Preferred Vessel Mortgage and those permitted
under the Loan Documents; (ii) evidence that the bareboat charter is registered
in the name of a Philippine Charterer of such Vessel under the laws and flag of
the Republic of the Philippines and (iii) substantially contemporaneously with
the Closing Date a certificate of ownership and encumbrance for each Vessel (or
other evidence acceptable to the Administrative Agent) issued by the Mercantile
(Marine) Section of the Public Registry of the Republic of Panama through the
Panamanian Consul in New York, stating that such Vessel is owned by the relevant
Borrower and that there are on record no Liens on such Vessel except the
Preferred Vessel Mortgage and those permitted under the Loan
Documents;




(viii)  a copy of
a certificate duly issued by the Classification Society for each Vessel to the
effect that such Vessel has received the highest classification and rating for
vessels of the same age and type, free of all recommendations and notations of
the Classification Society that affect such Vessel’s classification and rating
by such Classification Society,




(ix)  evidence
of insurance in respect of each Vessel naming the Administrative Agent, for the
benefit of the Secured Parties, as additional insured and lender’s loss payee
with such responsible and reputable insurance companies or associations, and in
such amounts and covering such risks, as is required pursuant to the relevant
Preferred Vessel Mortgage, together with a favorable opinion from an independent
insurance consultant acceptable to the Administrative Agent on such matters
relating to the insurance for the relevant Vessel as the Administrative Agent
may require,




(x)  a
Valuation for each Vessel dated not earlier than September 20, 2007, indicating
the Fair Market Value for such Vessel and issued by an Appraiser at the expense
of the Borrowers;




(xi)  evidence
that each Vessel will, as from the relevant funding date, be managed by an
Approved Manager on terms acceptable to the Administrative Agent, together
with:




(A)  copies of
the document of compliance (DOC) and safety managementcertificate (SMC) referred
to in paragraph (a) in the definition of “ISM CodeDocumentation”, certified as
true and in effect by the relevant Borrower and such Approved Manager,
and




(B)  copies of
such ISM Code Documentation as the Administrative Agent mayby written notice to
the relevant Borrower has requested not later than two daysbefore the relevant
funding date, certified as true and complete in all material respects by the
relevant Borrower and such Approved Manager;




(xii)  all other
Vessel Collateral Documents,




(xiii)  evidence
of the completion of all other registrations, recordings and filings of, or with
respect to, the Collateral Documents executed in connection with the making of
the relevant Borrowing that the Administrative Agent may deem necessary or
desirable in order to perfect and protect the Liens created thereby, including
under the UCC, and




(xiv)  such
other documents or certificates relating to the Vessels, or operation thereof,
as may be requested by the Administrative Agent




(xv)  the
Amendment to Bank of America Master Agreement, duly executed and delivered by
the Borrowers, Holding and the Administrative Agent;




(xvi)  such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer
in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party or is to be a party;




(xvii)  such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, and that each
Borrower and each other Loan Party is validly existing, in good standing and
qualified to engage in business in each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification, except to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect;




(xviii)  a
favorable opinion of Cardillo & Corbett, counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, as to matters concerning
the Loan Parties and the Loan Documents as the Required Lenders may reasonably
request;




(xix)  a
favorable opinion of Conyers Dill & Pearman, Patton, Moreno & Asvat,
SyCip Salazar Hernandez & Gatmaitan and Gibson, Dunn and Crutcher, local
counsel to the Loan Parties in Bermuda, Panama, the Philippines and Texas and,
in respect of SyCip Salazar Hernandex & Gatmaitan, local counsel to the
Philippine Charterers, in each case, addressed to the Administrative Agent and
each Lender, as to matters concerning the Loan Parties and the Loan Documents as
the Required Lenders may reasonably request;




(xx)  a
certificate of a Responsible Officer of each Loan Party either (A) attaching
copies of all consents, licenses and approvals required in connection with the
execution, delivery and performance by such Loan Party and the validity against
such Loan Party of the Loan Documents to which it is a party, and such consents,
licenses and approvals shall be in full force and effect, or (B) stating that no
such consents, licenses or approvals are so required;




(xxi)  a
certificate signed by a Responsible Officer of the Borrowers and Holdings
certifying (A) that the conditions specified in Sections 4.02(a) and
(b) have been
satisfied, and (B) that there has been no event or circumstance since the date
of the Audited Financial Statements that has had or could be reasonably expected
to have, either individually or in the aggregate, a Material Adverse
Effect;




(xxii)  certificate
attesting to the Solvency of each Loan Party before and after giving effect to
the Transaction, from the chief financial officer of Holdings;




(xxiii)  a
certificate of a Responsible Officer of each Loan Party certifying that such
Loan Party is not party to any Financing Agreement that includes any financial
covenant, undertaking or other provision, however expressed and whether stated
as a ratio, as a fixed threshold, as an event of default or otherwise, of
Holdings or any of its Subsidiaries that is more beneficial to such lender(s)
than any analogous provision contained in this Agreement;




(xxiv)  evidence
that all insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect, together with the certificates of insurance,
naming the Administrative Agent, on behalf of the Lenders, as an additional
insured or lender’s loss payee, as the case may be, under all insurance policies
maintained with respect to the assets and properties of the Loan Parties that
constitutes Collateral;




(xxv)  a
Borrowing Base Certificate duly certified by the chief executive officer, chief
financial officer, treasurer or controller of the Administrative Borrower
relating to the initial Credit Extension;




(xxvi)  the field
audits, appraisals and other reports reasonably requested by the Administrative
Agent, in each case in form and substance satisfactory to the Administrative
Agent;




(xxvii)  a duly
completed Compliance Certificate as of the last day of the fiscal year of the
Borrowers ended December 31, 2007, signed by chief executive officer, chief
financial officer, treasurer or controller of the Holdings; and




(xxviii)  such
other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender
reasonably may require.




(b)  (i) All
fees required to be paid to the Administrative Agent and the Arranger on or
before the Closing Date shall have been paid and (ii) all fees required to be
paid to the Lenders on or before the Closing Date shall have been
paid.




(c)  The
Borrowers shall have paid all fees, charges and disbursements of counsel to the
Administrative Agent (directly to such counsel) to the extent invoiced prior to
or on the Closing Date, plus such additional amounts of such fees, charges and
disbursements as shall constitute its reasonable estimate of such fees, charges
and disbursements incurred or to be incurred by it through the closing
proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts among the
Borrowers and the Administrative Agent).




(d)  The
Closing Date shall have occurred on or before March 31, 2008.




Without
limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section 4.01, each
Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.




4.02.  Conditions to all Credit
Extensions.  The obligation of each Lender to honor any Request
for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Loans to the other Type, or a continuation of Eurodollar Rate
Loans) is subject to the following conditions precedent:




(a)  The
representations and warranties of the Borrowers and each other Loan Party
contained in Article
V or any other Loan Document, or which are contained in any document
furnished at any time under or in connection herewith or therewith, shall be
true and correct on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date, and
except that for purposes of this Section 4.02, the
representations and warranties contained in Sections 5.05(a) and
(b) shall be
deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and
(b),
respectively.




(b)  No
Default shall exist, or would result from such proposed Credit Extension or from
the application of the proceeds thereof.




(c)  The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the
requirements hereof.




(d)  The
making of such Credit Extension shall not contravene any Law applicable to any
Lender or any Loan Party.




(e)  The
Administrative Agent shall have received such other approvals, opinions or
documents as any Lender through the Administrative Agent may reasonably
request.




(f)  The Total
Outstandings at such time (after giving effect to such Credit Extension) shall
not exceed the Maximum Available Amount at such time.




Each
Request for Credit Extension (other than a Committed Loan Notice requesting only
a conversion of Loans to the other Type or a continuation of Eurodollar Rate
Loans) submitted by the Administrative Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02 have
been satisfied on and as of the date of the applicable Credit
Extension.




ARTICLE
V.




REPRESENTATIONS
AND WARRANTIES




Each of
Holdings and each of the Borrowers represents and warrants to the Administrative
Agent and the Lenders that:




5.01.  Existence, Qualification and
Power.  Each Loan Party and each of its Subsidiaries (a) is
duly organized or formed, validly existing and, as applicable, in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has
all requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own or lease its assets and carry
on its business and (ii) execute, deliver and perform its obligations under the
Loan Documents to which it is a party and consummate the Transaction, and (c) is
duly qualified and is licensed and, as applicable, in good standing under the
Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification or
license.




5.02.  Authorization; No
Contravention.  The execution, delivery and performance by each
Loan Party of each Loan Document to which such Person is or is to be a party
have been duly authorized by all necessary corporate or other organizational
action, and do not and will not (a) contravene the terms of any of such Person’s
Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to
be made under (i) any Contractual Obligation to which such Person is a party or
affecting such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject;
or (c) violate any Law.




5.03.  Governmental Authorization; Other
Consents.  Except for the registration of the Preferred Vessel
Mortgages, each Fleet Addendum, the precautionary notices described in Section 6.20, and the
filing of proper charges or financing statements in respect of the Collateral
Documents, no approval, consent, exemption, authorization, or other action by,
or notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with (a) the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document, or for the consummation of the Transaction, (b) the
grant by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under the
Collateral Documents (including the first priority nature thereof) or
(d) the exercise by the Administrative Agent or any Lender of its rights
under the Loan Documents or the remedies in respect of the Collateral pursuant
to the Collateral Documents.  All applicable waiting periods in
connection with the Transaction have expired without any action having been
taken by any Governmental Authority restraining, preventing or imposing
materially adverse conditions upon the Transaction or the rights of the Loan
Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to
create any Lien on, any properties now owned or hereafter acquired by any of
them.




5.04.  Binding
Effect.  This Agreement has been, and each other Loan Document,
when delivered hereunder, will have been, duly executed and delivered by each
Loan Party that is party thereto.  This Agreement constitutes, and
each other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.




5.05.  Financial Statements; No Material
Adverse Effect; No Internal Control Event.




(a)  The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of Holdings
and its Subsidiaries as of the date thereof and their results of operations for
the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; and (iii) show all material indebtedness and other liabilities, direct
or contingent, of Holdings and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and
Indebtedness.




(b)  The
unaudited consolidated balance sheets of Holdings and its Subsidiaries dated
September 30, 2007, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for the fiscal quarter ended on
that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present the financial condition of Holdings and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby, subject, in the case of clauses (i) and (ii), to the absence
of footnotes and to normal year-end audit adjustments.  Schedule 5.05 sets
forth all material indebtedness and other liabilities, direct or contingent, of
Holdings and its consolidated Subsidiaries as of the date of such financial
statements, including liabilities for taxes, material commitments and
Indebtedness.




(c)  Since the
date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.




(d)  To the
best knowledge of Holdings, no Internal Control Event exists or has occurred
since the date of the Audited Financial Statements that has resulted in or could
reasonably be expected to result in a misstatement in any material respect, in
any financial information delivered or to be delivered to the Administrative
Agent or the Lenders, of (i) covenant compliance calculations provided hereunder
or (ii) the assets, liabilities, financial condition or results of operations of
Holdings and its Subsidiaries on a consolidated basis.




(e)  The
consolidated forecasted balance sheet, statements of income and cash flows of
Holdings and its Subsidiaries delivered pursuant to Section 4.01 or
Section 6.01(c)
were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were fair in light of the conditions existing at the time of
delivery of such forecasts, and represented, at the time of delivery, the
Borrowers’ best estimate of its future financial condition and
performance.




5.06.  Litigation.  There
are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrowers after due and diligent investigation, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against any Borrower or any of its Subsidiaries or against any
of their properties or revenues that (a) purport to affect or pertain to this
Agreement, any other Loan Document, any Charter of any Vessel or the
consummation of the Transaction, or (b) either individually or in the aggregate,
if determined adversely, could reasonably be expected to have a Material Adverse
Effect.




5.07.  No Default.  Neither
any Loan Party nor any Subsidiary thereof is in default under or with respect
to, or a party to, any Contractual Obligation that could, either individually or
in the aggregate, reasonably be expected to have a Material Adverse
Effect.  No Default has occurred and is continuing or would result
from the consummation of the transactions contemplated by this Agreement or any
other Loan Document.




5.08.  Ownership of Property; Liens;
Investments.




(a)  Each Loan
Party and each of its Subsidiaries has good record and marketable title in fee
simple to, or valid leasehold interests in, all real property necessary or used
in the ordinary conduct of its business, except for such defects in title as
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.




(b)  Schedule 5.08(b)
sets forth a complete and accurate list of all Liens on the property or assets
of each Loan Party and each of its Subsidiaries, showing as of the date hereof
the lienholder thereof, the principal amount of the obligations secured thereby
and the property or assets of such Loan Party or such Subsidiary subject
thereto.  The property of each Loan Party and each of its Subsidiaries
is subject to no Liens, other than Liens set forth on Schedule 5.08(b),
and as otherwise permitted by Section
7.01.




(c)  Schedule 5.08(c)
sets forth a complete and accurate list of all real property owned by each Loan
Party and each of its Subsidiaries, showing as of the date hereof the street
address, county or other relevant jurisdiction, state, record owner and book and
estimated fair value thereof.  Each Loan Party and each of its
Subsidiaries has good, marketable and insurable fee simple title to the real
property owned by such Loan Party or such Subsidiary, free and clear of all
Liens, other than Liens created or permitted by the Loan Documents.




(d)  (i)           Schedule 5.08(d)(i)
sets forth a complete and accurate list of all leases of real property under
which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as
of the date hereof the street address, county or other relevant jurisdiction,
state, lessor, lessee, expiration date and annual rental cost
thereof.  Each such lease is the legal, valid and binding obligation
of the lessor thereof, enforceable in accordance with its terms.




(ii)  Schedule 5.08(d)(ii)
sets forth a complete and accurate list of all leases of real property under
which any Loan Party or any Subsidiary of a Loan Party is the lessor, showing as
of the date hereof the street address, county or other relevant jurisdiction,
state, lessor, lessee, expiration date and annual rental cost
thereof.  Each such lease is the legal, valid and binding obligation
of the lessee thereof, enforceable in accordance with its terms.




(e)  Schedule 5.08(e)
sets forth a complete and accurate list of all Investments held by any Loan
Party or any Subsidiary of a Loan Party on the date hereof, showing as of the
date hereof the amount, obligor or issuer and maturity, if any,
thereof.




5.09.  Environmental
Compliance.  (a)  The Loan Parties and their
respective Subsidiaries conduct in the ordinary course of business a review of
the effect of existing Environmental Laws and claims alleging potential
liability or responsibility for violation of any Environmental Law on their
respective businesses, operations and properties, and as a result thereof the
Borrowers have reasonably concluded that such Environmental Laws and claims
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.




(b)  None of
the properties currently or formerly owned or operated by any Loan Party or any
of its Subsidiaries is listed or proposed for listing on the NPL or on the
CERCLIS or any analogous foreign, state or local list or is adjacent to any such
property; there are no and never have been any underground or above-ground
storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons
in which Hazardous Materials are being or have been treated, stored or disposed
on any property currently owned or operated by any Loan Party or any of its
Subsidiaries or, to the best of the knowledge of the Loan Parties, on any
property formerly owned or operated by any Loan Party or any of its
Subsidiaries; there is no asbestos or asbestos-containing material on any
property currently owned or operated by any Loan Party or any of its
Subsidiaries; and Hazardous Materials have not been released, discharged or
disposed of on any property currently or formerly owned or operated by any Loan
Party or any of its Subsidiaries.




(c)  Neither
any Loan Party nor any of its Subsidiaries is undertaking, and has not
completed, either individually or together with other potentially responsible
parties, any investigation or assessment or remedial or response action relating
to any actual or threatened release, discharge or disposal of Hazardous
Materials at any site, location or operation, either voluntarily or pursuant to
the order of any Governmental Authority or the requirements of any Environmental
Law; and all Hazardous Materials generated, used, treated, handled or stored at,
or transported to or from, any property currently or formerly owned or operated
by any Loan Party or any of its Subsidiaries have been disposed of in a manner
not reasonably expected to result in material liability to any Loan Party or any
of its Subsidiaries.




(d)  No
Environmental Incident has occurred.




5.10.  Insurance.  The
properties of the Loan Parties are insured with financially sound and reputable
insurance companies not Affiliates of the Borrower, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
the Loan Parties operate.




5.11.  Taxes.  Holdings and
its Subsidiaries have filed all Federal, state and other material tax returns
and reports required to be filed, and have paid all Federal, state and other
material taxes, assessments, fees and other governmental charges levied or
imposed upon them or their properties, income or assets otherwise due and
payable, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP.  There is no proposed tax assessment
against Holdings or any Subsidiary that would, if made, have a Material Adverse
Effect.  Neither any Loan Party nor any Subsidiary thereof is party to
any tax sharing agreement.




5.12.  ERISA
Compliance.  (a)  Each Plan is in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
Federal or state Laws.  Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from
the IRS or an application for such a letter is currently being processed by the
IRS with respect thereto and, to the best knowledge of the Borrower, nothing has
occurred which would prevent, or cause the loss of, such
qualification.  Holdings and each ERISA Affiliate have made all
required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any
Plan.




(b)  There are
no pending or, to the best knowledge of the Loan Parties, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan that could reasonably be expected to have a Material Adverse
Effect.  There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse
Effect.




(c)  (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) no
Pension Plan has any Unfunded Pension Liability; (iii) neither any Loan Party
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any
Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Section 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan
Party nor any ERISA Affiliate has engaged in a transaction that could be subject
to Section 4069 or 4212(c) of ERISA.




(d)  With
respect to each scheme or arrangement mandated by a government other than the
United States (a “Foreign Government Scheme or
Arrangement”) and with respect to each employee benefit plan maintained
or contributed to by any Loan Party or any Subsidiary of any Loan Party that is
not subject to United States law (a “Foreign
Plan”):




(i)  any
employer and employee contributions required by law or by the terms of any
Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or,
if applicable, accrued, in accordance with normal accounting
practices;




(ii)  the fair
market value of the assets of each funded Foreign Plan, the liability of each
insurer for any Foreign Plan funded through insurance or the book reserve
established for any Foreign Plan, together with any accrued contributions, is
sufficient to procure or provide for the accrued benefit obligations, as of the
date hereof, with respect to all current and former participants in such Foreign
Plan according to the actuarial assumptions and valuations most recently used to
account for such obligations in accordance with applicable generally accepted
accounting principles; and




(iii)  each
Foreign Plan required to be registered has been registered and has been
maintained in good standing with applicable regulatory authorities.




5.13.  Subsidiaries; Equity Interests; Loan
Parties.  As of the Closing Date, no Loan Party has any
Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and
all of the outstanding Equity Interests in such Subsidiaries have been validly
issued, are fully paid and non-assessable and are owned by a Loan Party in the
amounts specified on Part (a) of Schedule 5.13
free and clear of all Liens except those created under the Collateral
Documents.  No Loan Party has any equity investments in any other
corporation or entity other than those specifically disclosed in Part (b) of Schedule
5.13.  All of the outstanding Equity Interests in the Borrowers
have been validly issued, are fully paid and non-assessable and are owned by
Holdings in the amounts specified on Part (c) of Schedule 5.13
free and clear of all Liens except those created under the Collateral
Documents.  Set forth on Part (d) of Schedule 5.13 is a
complete and accurate list of all Loan Parties, showing as of the Closing Date
(as to each Loan Party) the jurisdiction of its incorporation, the address of
its principal place of business and its U.S. taxpayer identification number or,
in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer
identification number, its unique identification number issued to it by the
jurisdiction of its incorporation.  The copy of the charter of each
Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(viii)
is a true and correct copy of each such document, each of which is valid and in
full force and effect.




5.14.  Margin Regulations; Investment
Company Act; Public Utility Holding Company
Act.  (a)  No Borrower is engaged or will engage,
principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB),
or extending credit for the purpose of purchasing or carrying margin
stock.




(b)  None of
the Borrowers, any Person Controlling the Borrowers, or any Subsidiary (i) is a
“holding company,” or a “subsidiary company” of a “holding company,” or an
“affiliate” of a “holding company”, as such terms are defined in the Public
Utility Holding Company Act of 2005, and neither Holdings or any of its
Subsidiaries is subject to regulation as a “public utility” under the Federal
Power Act, as amended, or (ii) is or is required to be registered as an
“investment company” under the Investment Company Act of 1940.




5.15.  Disclosure.  The
Borrowers have disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries or any other Loan Party is subject, and all other matters
known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.  No report, financial
statement, certificate or other information furnished (whether in writing or
orally) by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or under any other Loan
Document (in each case as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrowers represent only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.




5.16.  Compliance with
Laws.  Each Loan Party and each Subsidiary thereof is in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.




5.17.  Intellectual Property; Licenses,
Etc.  Each Loan Party and each of its Subsidiaries own, or
possess the right to use, all of the trademarks, service marks, trade names,
copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (collectively, “IP Rights”) that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person, and Schedule 5.17 sets
forth a complete and accurate list of all such IP Rights owned or used by each
Loan Party and each of its Subsidiaries.  To the best knowledge of the
Borrowers, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by any Loan Party or any of its Subsidiaries infringes upon any rights
held by any other Person.  No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the Borrowers, threatened,
which, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.




5.18.  Solvency.  Each Loan
Party is, individually and together with its Subsidiaries on a consolidated
basis, Solvent.




5.19.  Casualty,
Etc.  Neither the businesses nor the properties of any Loan
Party or any of its Subsidiaries are affected by any fire, explosion, accident,
strike, lockout or other labor dispute, drought, storm, hail, earthquake,
embargo, act of God or of the public enemy or other casualty (whether or not
covered by insurance) that, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.




5.20.  Labor
Matters.There are no collective bargaining agreements or
Multiemployer Plans covering the employees of Holdings or any of its
Subsidiaries as of the Closing Date and neither Holdings nor any Subsidiary has
suffered any strikes, walkouts, work stoppages or other material labor
difficulty within the last five years.




5.21.  Collateral
Documents.The provisions of the Collateral Documents are
effective to create in favor of the Administrative Agent for the benefit of the
Secured Parties a legal, valid and enforceable first priority Lien (subject to
Liens permitted by Section 7.01) on all
right, title and interest of the respective Loan Parties in the Collateral
described therein.  Except for filings completed prior to the Closing
Date and as contemplated hereby and by the Collateral Documents, no filing or
other action will be necessary to perfect or protect such Liens.




5.22.  Not “National”;
Etc.  None of the Loan Parties or their Subsidiaries is a
national of any “designated foreign country”, within the meaning of the Foreign
Asset Control Regulations or the Cuban Asset Control Regulations of the U.S.
Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended, (the “Foreign Assets Control
Regulations”) for any regulations or rulings issued
thereunder.  None of the requesting or borrowing of the Loans, the
requesting or issuance, extension or renewal of any Letters of Credit or the use
of the proceeds of any thereof will violate the Trading With the Enemy Act (50
U.S.C. §1 et seq., as amended) (the “Trading With the Enemy
Act”) or any Foreign Asset Control Regulations or any enabling
legislation or executive order relating thereto (which for the avoidance of
doubt shall include, but shall not be limited to (a) Executive Order 13224 of
September 21, 2001 Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001))
(the “Executive
Order”) and (b) the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(Public Law 107-56)).  Furthermore, none of the Loan Parties or any of
their Subsidiaries or other Affiliates (a) is or will become a “blocked person”
as described in the Executive Order, the Trading With the Enemy Act or the
Foreign Assets Control Regulations or (b) engages or will engage in any dealings
or transactions, or be otherwise associated, with any such “blocked person;”
provided, however, that a
Vessel may be located, operated or used in the territorial waters of any
jurisdiction with respect to which the government of the United States of
America has issued trade restrictions to the extent that the owner and/or
operator of the Vessel, (x) as required by applicable law, has obtained all
required valid and effective licenses and permits from all United States
governmental authorities permitting the location, operation and/or use of such
Vessel in such jurisdiction and (y) operated such Vessel in strict compliance
with such licenses and permits, and otherwise in accordance with applicable
law.




5.23.  Ownership of
Borrowers.  All of the outstanding capital stock of each of the
Borrowers and all other ownership interests and rights to acquire ownership
interests in the Borrowers is, directly or indirectly, owned and controlled by
Holdings.




5.24.  Veracity of
Statements.  No representation, warranty or statement made or
certificate, document or financial statement provided by any Loan Party or any
of Holdings’ Subsidiaries, in or pursuant to this Agreement or any Loan
Document, or in any other document furnished in connection therewith, is untrue
or incomplete in any material respect or contains any misrepresentation of a
material fact or omits to state any material fact necessary to make any such
statement herein or therein not misleading.




5.25.  Place of
Business.  The registered office of each Borrower is Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH
96960.  Each Borrower is located (within the meaning of Section 9-307
of the UCC) and has its chief executive office in the Republic of the Marshall
Islands.




5.26.  All
Subsidiaries.  The Loan Parties (other than Holdings)
constitute all of the Subsidiaries of Holdings other than the Excluded
Subsidiaries.




5.27.  Vessels.  (a)  Schedule 5.27 (as the
same may be amended from time to time with the written consent of the
Administrative Agent) attached hereto lists (i) the name and hull number of each
Vessel owned by each Loan Party, (ii) the general description and deadweight
tonnage of such Vessel, (iii) the age of such Vessel, (iv) the identify of the
current registered owner of such Vessel, (v) the purchase price of such Vessel,
(vi) the jurisdiction in which such Vessel is registered, (vii) the
certification number of such Vessel and the Classification Society providing
such certification number and (viii) the Fair Market Value of each
Vessel.




(b)  Each
such Vessel identified on Schedule 5.27 (as the
same may be amended from time to time with the written consent of the
Administrative Agent) is: classified in the highest  class for vessels
of the same age and type by a Classification Society, as required to be
maintained in order to operate in each type of service performed by such Vessel
in Borrowers’ business and is in class without recommendation.




(c)  Each
Vessel and the use and operation thereof complies with all applicable
requirements of the maritime laws and regulations of the jurisdiction in which
such Vessel is registered and all international conventions applicable thereto,
including, without limitation, any applicable citizenship
requirements.




(d)  Each
Vessel is covered by hull and machinery, protection and indemnity, war risk,
loss of earnings and excess liability insurance in accordance with the
requirements of the applicable Preferred Vessel Mortgage relating
thereto.




5.28.  Representations as to Foreign
Obligors.  Each of Holdings, the Borrowers and each other
Foreign Obligor represents and warrants to the Administrative Agent and the
Lenders that:




(a)  Such
Foreign Obligor is subject to civil and commercial Laws with respect to its
obligations under this Agreement and the other Loan Documents to which it is a
party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor
Documents”), and the execution, delivery and performance by such Foreign
Obligor of the Applicable Foreign Obligor Documents constitute and will
constitute private and commercial acts and not public or governmental
acts.  Neither such Foreign Obligor nor any of its property has any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under the laws of the jurisdiction in which
such Foreign Obligor is organized and existing in respect of its obligations
under the Applicable Foreign Obligor Documents.




(b)  The
Applicable Foreign Obligor Documents are in proper legal form under the Laws of
the jurisdiction in which such Foreign Obligor is organized and existing for the
enforcement thereof against such Foreign Obligor under the Laws of such
jurisdiction, and to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable Foreign Obligor
Documents.  It is not necessary to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Applicable Foreign
Obligor Documents that the Applicable Foreign Obligor Documents be filed,
registered or recorded with, or executed or notarized before, any court or other
authority in the jurisdiction in which such Foreign Obligor is organized and
existing or that any registration charge or stamp or similar tax be paid on or
in respect of the Applicable Foreign Obligor Documents or any other document,
except for (i) any such filing, registration, recording, execution or
notarization as has been made or is not required to be made until the Applicable
Foreign Obligor Document or any other document is sought to be enforced and (ii)
any charge or tax as has been timely paid.




(c)  There is
no tax, levy, impost, duty, fee, assessment or other governmental charge, or any
deduction or withholding, imposed by any Governmental Authority in or of the
jurisdiction in which such Foreign Obligor is organized and existing either (i)
on or by virtue of the execution or delivery of the Applicable Foreign Obligor
Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to
the Applicable Foreign Obligor Documents, except as has been disclosed to the
Administrative Agent.




(d)  The
execution, delivery and performance of the Applicable Foreign Obligor Documents
executed by such Foreign Obligor are, under applicable foreign exchange control
regulations of the jurisdiction in which such Foreign Obligor is organized and
existing, not subject to any notification or authorization except (i) such as
have been made or obtained or (ii) such as cannot be made or obtained until a
later date (provided that any
notification or authorization described in clause (ii) shall be made or obtained
as soon as is reasonably practicable).




ARTICLE
VI.


AFFIRMATIVE COVENANTS




So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, each of Holdings (except in the case of the covenant set
forth in Section
6.05) and the Borrowers shall, and shall (except in the case of the
covenants set forth in Sections 6.01, 6.02 and 6.03) cause each
Subsidiary to:




6.01.  Financial
Statements.  Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:




(a)  as soon
as available, but in any event within 90 days after the end of each fiscal year
of Holdings (commencing with the fiscal year ending December 31, 2007), a
consolidated balance sheet of Holdings and its Subsidiaries as at the end of
such fiscal year, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail and prepared in accordance with GAAP, such consolidated
statements to be audited and accompanied by (i) a report and opinion of a
Registered Public Accounting Firm of nationally recognized standing reasonably
acceptable to the Required Lenders, which report and opinion shall be prepared
in accordance with generally accepted auditing standards and applicable
Securities Laws and shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of
such audit or with respect to the absence of any material misstatement and (ii)
if required under Sarbanes-Oxley, an opinion of such Registered Public
Accounting Firm independently assessing Holdings’ internal controls over
financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB
Auditing Standard No. 2, and Section 404 of Sarbanes-Oxley expressing a
conclusion that contains no statement that there is a material weakness in such
internal controls, except for such material weaknesses as to which the Required
Lenders do not object;




(b)  as soon
as available, but in any event within 45 days after the end of each of the first
three fiscal quarters of each fiscal year of Holdings (commencing with the
fiscal quarter ending March 31, 2008), a consolidated balance sheet of Holdings
and its Subsidiaries as at the end of such fiscal quarter, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal quarter and for the portion of Holdings’ fiscal year then
ended, setting forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail, certified by the
chief executive officer, chief financial officer, treasurer or controller of
Holdings as fairly presenting the financial condition, results of operations,
shareholders’ equity and cash flows of Holdings and its Subsidiaries in
accordance with GAAP, subject only to normal year-end audit adjustments and the
absence of footnotes;




(c)  as soon
as available, but in any event at least 15 days before the end of each fiscal
year of Holdings, an annual business plan and budget of Holdings and its
Subsidiaries on a consolidated basis, including forecasts prepared by management
of Holdings, in form satisfactory to the Administrative Agent and the Required
Lenders, of consolidated balance sheets and statements of income or operations
and cash flows of Holdings and its Subsidiaries on a quarterly basis for the
immediately following fiscal year.




As to any
information contained in materials furnished pursuant to Section 6.02(d),
Holdings shall not be separately required to furnish such information under
Section 6.01(a)
or (b) above,
but the foregoing shall not be in derogation of the obligation of Holdings to
furnish the information and materials described in Sections 6.01(a) and
(b) above at
the times specified therein.




6.02.  Certificates; Other
Information.  Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:




(a)  concurrently
with the delivery of the financial statements referred to in Section 6.01(a),
a certificate of its independent certified public accountants certifying such
financial statements and stating that in making the examination necessary
therefor no knowledge was obtained of any Default under the financial covenants
set forth herein or, if any such Default shall exist, stating the nature and
status of such event;




(b)  concurrently
with the delivery of the financial statements referred to in Sections 6.01(a)
and (b), a duly
completed Compliance Certificate signed by the chief executive officer, chief
financial officer, treasurer or controller of Holdings, and in the event of any
change in generally accepted accounting principles used in the preparation of
such financial statements, Holdings shall also provide, if necessary for the
determination of compliance with Sections 6.21, 7.13 and7.19, a statement of
reconciliation conforming such financial statements to GAAP and (ii) a copy of
management’s discussion and analysis with respect to such financial
statements;




(c)  as soon
as available, but in any event within 20 days after the end of each month, a
duly completed Section 7.13(b) Compliance Certificate signed by the chief
executive officer, chief financial officer, treasurer or controller of Holdings
demonstrating and evidencing compliance with the financial covenant contained in
Section
7.13(b), together with supporting information relating thereto, all in
form and substance reasonably satisfactory to the Administrative
Agent;




(d)  promptly
after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the
board of directors (or the audit committee of the board of directors) of any
Loan Party by independent accountants in connection with the accounts or books
of any Loan Party or any of its Subsidiaries, or any audit of any of
them;




(e)  promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of Holdings,
and copies of all annual, regular, periodic and special reports and registration
statements which Holdings may file or be required to file with the SEC under
Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any
national securities exchange, and in any case not otherwise required to be
delivered to the Administrative Agent pursuant hereto;




(f)  promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Loan Party or of any of its Subsidiaries
pursuant to the terms of any indenture, loan or credit or similar agreement and
not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any
other clause of this Section 6.02;




(g)  as soon
as available, but in any event within 30 days after the end of each fiscal year
of Holdings, a report summarizing the insurance coverage (specifying type,
amount and carrier) in effect for each Loan Party and its Subsidiaries and
containing such additional information as the Administrative Agent, or any
Lender through the Administrative Agent, may reasonably specify;




(h)  promptly,
and in any event within five Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non-U.S.
jurisdiction) concerning any investigation or possible investigation or other
inquiry by such agency regarding financial or other operational results of any
Loan Party or any Subsidiary thereof;




(i)  not later
than five Business Days after receipt thereof by any Loan Party or any
Subsidiary thereof, copies of all notices, requests and other documents
(including amendments, waivers and other modifications) so received under or
pursuant to any instrument, indenture, loan or credit or similar agreement
regarding or related to any breach or default by any party thereto or any other
event that could materially impair the value of the interests or the rights of
any Loan Party or otherwise have a Material Adverse Effect and, from time to
time upon request by the Administrative Agent, such information and reports
regarding such instruments, indentures and loan and credit and similar
agreements as the Administrative Agent may reasonably request;




(j)  promptly
after the assertion or occurrence thereof, notice of any action or proceeding
against or of any noncompliance by any Loan Party or any of its Subsidiaries
with any Environmental Law or Environmental Permit or the occurrence of any
Environmental Incident that could (i) reasonably be expected to have a
Material Adverse Effect or (ii) cause any property described in the
Preferred Vessel Mortgages to be subject to any restrictions on ownership,
occupancy, use or transferability under any Environmental Law;




(k)  as soon
as available, but in any event within 30 days after the end of each fiscal year
of Holdings, (i) a report supplementing Schedules 5.08(c),
5.08(d)(i) and
5.08(d)(ii),
including an identification of all owned and leased real property disposed of by
any Loan Party or any Subsidiary thereof during such fiscal year, a list and
description (including the street address, county or other relevant
jurisdiction, state, record owner, book value thereof and, in the case of leases
of property, lessor, lessee, expiration date and annual rental cost thereof) of
all real property acquired or leased during such fiscal year and a description
of such other changes in the information included in such Schedules as may be
necessary for such Schedules to be accurate and complete; (ii) a report
supplementing Schedule
5.17, setting forth (A) a list of registration numbers for all patents,
trademarks, service marks, trade names and copyrights awarded to any Loan Party
or any Subsidiary thereof during such fiscal year and (B) a list of all patent
applications, trademark applications, service mark applications, trade name
applications and copyright applications submitted by any Loan Party or any
Subsidiary thereof during such fiscal year and the status of each such
application; and (C) a report supplementing Schedules 5.08(e) and
5.13 containing
a description of all changes in the information included in such Schedules as
may be necessary for such Schedules to be accurate and complete, and
(iii) a certificate of Holdings executed by a Responsible Officer (other
than any attorney-in-fact) setting forth the Fair Market Value of each Vessel as
of such fiscal year end and attaching the most recent Valuation made pursuant to
Section 6.19
with respect to each Vessel as of such date, together with a supplement to Schedule 5.27 setting
forth the information required under Section 5.27, such
certificate and supplement to be in a form reasonably satisfactory to the
Administrative Agent;




(l)  the
Valuations at the times specified in Sections
2.05(b)(iii), 2.14 and 6.19;




(m)  concurrently
with the delivery of any Valuation referred to in Section 6.02(l), a
Borrowing Base Certificate as of such date, as at the end of such fiscal year or
as of the date of such change, as the case may be, duly certified by the chief
executive officer, chief financial officer, treasurer or controller of the
Administrative Borrower; and




(n)  promptly,
such additional information regarding the business, financial, legal or
corporate affairs of any Loan Party or any Subsidiary thereof, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.




Documents
required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(d)
(to the extent any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which Holdings posts such documents, or
provides a link thereto on the Borrowers’ website on the Internet at the website
address listed on Schedule 11.02; or
(ii) on which such documents are posted on Holdings’ and/or the Borrowers’
behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided
that:  (i) the Borrowers shall deliver paper copies of such documents
to the Administrative Agent or any Lender that requests the Borrowers to deliver
such paper copies until a written request to cease delivering paper copies is
given by the Administrative Agent or such Lender and (ii) the Borrowers shall
notify the Administrative Agent and each Lender (by telecopier or electronic
mail) of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein, in every
instance the Borrowers shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b) to
the Administrative Agent.  Except for such Compliance Certificates,
the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrowers with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.




Holdings
and the Borrowers hereby acknowledge that (a) the Administrative Agent and/or
the Arranger will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Borrowers hereunder
(collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b)
certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do
not wish to receive material non-public information with respect to the
Borrowers or their securities) (each, a “Public
Lender”).  Each Borrower hereby agrees that so long as such
Borrower is the issuer of any outstanding debt or equity securities that are
registered or issued pursuant to a private offering or is actively contemplating
issuing any such securities it will use commercially reasonable efforts to
identify that portion of the Borrower Materials that may be distributed to the
Public Lenders and that (w) all such Borrower Materials shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC,” such Borrower shall be deemed to have authorized
the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat
such Borrower Materials as not containing any material non-public information
(although it may be sensitive and proprietary) with respect to such Borrower or
its securities for purposes of United States Federal and state securities laws
(provided,
however, that
to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 11.07); (y)
all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Investor;” and (z) the
Administrative Agent and the Arranger shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Investor.”




6.03.  Notices.  Promptly
notify the Administrative Agent and each Lender:




(a)  of the
occurrence of any Default;




(b)  of any
default (howsoever defined) under or any expiration, termination, renewal
(whether automatic or otherwise) or amendment of any documents with respect to
any Philippine Charter;




(c)  of any
matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default
under, a Contractual Obligation of any Loan Party or any Subsidiary thereof;
(ii) any dispute, litigation, investigation, proceeding or suspension between
any Loan Party or any Subsidiary thereof and any Governmental Authority; or
(iii) the commencement of, or any material development in, any litigation or
proceeding affecting any Loan Party or any Subsidiary thereof, including
pursuant to any applicable Environmental Laws;




(d)  of the
occurrence of any ERISA Event;




(e)  of any
material change in accounting policies or financial reporting practices by any
Loan Party or any Subsidiary thereof;




(f)  of the
determination by the Registered Public Accounting Firm providing the opinion
required under Section
6.01(a)(ii) (in connection with its preparation of such opinion) or
Holdings’ determination at any time of the occurrence or existence of any
Internal Control Event; and




(g)  of the
occurrence of any Disposition of any Vessel or Event of Loss (or event that has
the potential to give rise to an Event of Loss) for which the Borrowers are
required to make a mandatory prepayment pursuant to Section 2.05(b).




Each
notice pursuant to Section 6.03 (other
than Section
6.03(f) or (g)) shall be
accompanied by a statement of a Responsible Officer (other than any
attorney-in-fact) of the Borrowers setting forth details of the occurrence
referred to therein and stating what action the Borrowers have taken and
proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.




6.04.  Payment of
Obligations.  Pay and discharge as the same shall become due
and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by Holdings or such Subsidiary; (b) all lawful
claims which, if unpaid, would by law become a Lien upon its property; and (c)
all Indebtedness, as and when due and payable, but subject to any subordination
provisions contained in any instrument or agreement evidencing such
Indebtedness.




6.05.  Preservation of Existence,
Etc.  (a)  Preserve, renew and maintain in full force
and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all
reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation of
which could reasonably be expected to have a Material Adverse
Effect.




6.06.  Maintenance of
Properties.  (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in
good working order and condition, ordinary wear and tear excepted; (b) make all
necessary repairs thereto and renewals and replacements thereof except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.




6.07.  Maintenance of
Insurance.  Maintain with financially sound and reputable
insurance companies not Affiliates of Holdings, insurance (including, without
limitation, protection and indemnity insurance) with respect to its properties
and business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts (after giving effect to any self-insurance compatible with the following
standards) as are customarily carried under similar circumstances by such other
Persons and providing for not less than 30 days’ prior notice to the
Administrative Agent of termination, lapse or cancellation of such
insurance.




6.08.  Compliance with
Laws.  Comply in all material respects with the requirements of
all Laws (including all Environmental Laws, the ISM Code and the ISPS Code) and
all orders, writs, injunctions and decrees applicable to it or to its business
or property, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse
Effect.




6.09.  Books and
Records.  (a) Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of Holdings or such Subsidiary, as the case may be; and (b)
maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over Holdings or such Subsidiary, as the case may be.




6.10.  Inspection
Rights.  Permit representatives and independent contractors of
the Administrative Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all
at the expense of the Borrowers and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrowers; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrowers at any time during normal business
hours and without advance notice.




6.11.  Use of
Proceeds.  Use the proceeds of the Credit Extensions (i) to
convert the loans under the Existing Credit Agreement and to refinance other
existing Indebtedness permitted under Section 7.02, (ii)
for working capital, Capital Expenditures, and general corporate purposes not in
contravention of any Law or of any Loan Document, and (iii) to finance Permitted
Vessel Acquisitions.




6.12.  Covenant to Guarantee Obligations and
Give Security.  (a) Upon the formation or acquisition of any
direct or indirect Subsidiary (other than any Excluded Subsidiary which is
addressed in clause
(c) below but subject to Section 2.14 hereof)
by any Loan Party, then the Borrowers shall, at the Borrowers’
expense:




(i)  promptly,
and in any event within five (5) days after such formation or acquisition, (A)
cause such Subsidiary, and cause each direct and indirect parent of such
Subsidiary (if it has not already done so), to duly execute and deliver to the
Administrative Agent a guaranty or guaranty supplement, in form and substance
satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’
obligations under the Loan Documents, and (B) furnish to the Administrative
Agent (x) documentation of the type described in Sections
4.01(a)(viii) and (ix) and (y) a
description of the real and personal properties of such Subsidiary (including
any vessels owned by such Subsidiary), in detail satisfactory to the
Administrative Agent,




(ii)  promptly,
but in any event, within 10 days after such formation or acquisition, (A) cause
such Subsidiary and each direct and indirect parent of such Subsidiary (if it
has not already done so) to duly execute and deliver to the Administrative Agent
the applicable Collateral Documents and other security and pledge agreements, as
specified by and in form and substance satisfactory to the Administrative Agent
(including delivery of all Securities Collateral in and of such Subsidiary, and
other instruments of the type specified in Section
4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary
or such parent, as the case may be, under the Loan Documents and constituting
Liens on all such real and personal properties and (B) cause such Subsidiary and
each direct and indirect parent of such Subsidiary (if it has not already done
so) to take whatever action (including the recording of Preferred Vessel
Mortgages, the filing of Uniform Commercial Code financing statements (or the
equivalent in any foreign jurisdiction), the giving of notices and the
endorsement of notices on title documents) may be necessary or advisable in the
opinion of the Administrative Agent to vest in the Administrative Agent (or in
any representative of the Administrative Agent designated by it) valid and
subsisting Liens on the properties purported to be subject to the Collateral
Documents and security and pledge agreements delivered pursuant to this Section 6.12,
enforceable against all third parties in accordance with their
terms,




(iii)  within 10
days after such formation or acquisition, deliver to the Administrative Agent,
upon the request of the Administrative Agent in its sole discretion, a signed
copy of a favorable opinion, addressed to the Administrative Agent and the other
Secured Parties, of counsel for the Loan Parties acceptable to the
Administrative Agent as to the matters contained in clauses (i) and
(ii) above, and
as to such other matters as the Administrative Agent may reasonably request,
and




(iv)  as
promptly as practicable after such formation or acquisition, deliver, upon the
request of the Administrative Agent in its sole discretion, to the
Administrative Agent with respect to each parcel of real property owned or held
by the entity that is the subject of such formation or acquisition title
reports, surveys and engineering, soils and other reports, and environmental
assessment reports, each in scope, form and substance satisfactory to the
Administrative Agent, provided, however, that to the extent that any
Loan Party or any of its Subsidiaries shall have otherwise received any of the
foregoing items with respect to such real property, such items shall, promptly
after the receipt thereof, be delivered to the Administrative
Agent.




Notwithstanding
the foregoing to the contrary, any Loan Party that forms or acquires any direct
of indirect Subsidiary that is a Joint Venture shall not be required to execute
and/or deliver the documents set forth in this clause (a); provided such Loan
Party, (i) within two (2) days after such formation or acquisition of such Joint
Venture, notifies the Administrative Agent of the formation or acquisition of
such Joint Venture and provides any information concerning such Joint Venture
requested by the Administrative Agent and (ii) the Administrative Agent provides
its written consent to the waiver of the requirements of this clause
(a).




(b)  Upon the
acquisition of any Vessel or any other property by any Loan Party (other than a
vessel that is not a Vessel), if such property, in the judgment of the
Administrative Agent, shall not already be subject to a perfected first priority
security interest in favor of the Administrative Agent for the benefit of the
Secured Parties, then the Borrowers shall, at the Borrowers’
expense:




(i)  within 5
days after such acquisition, furnish to the Administrative Agent a description
of the property so acquired (which description shall include, in the case of a
Vessel, (i) the name and hull number of each Vessel owned by such Loan Party,
(ii) the general description and deadweight tonnage of such vessel, (iii) the
age of such vessel, (iv) the identify of the current registered owner of such
vessel, (v) the purchase price of such vessel, (vi) the jurisdiction in which
such Vessel is registered, (vii) the certification number of such Vessel and the
Classification Society providing such certification number, (viii) the Fair
Market Value of such Vessel and (ix) such other information reasonably requested
by the Administrative Agent) in detail satisfactory to the Administrative
Agent,




(ii)  within 10
days after such acquisition, (A) cause the applicable Loan Party to duly execute
and deliver to the Administrative Agent a Preferred Vessel Mortgage, other
Vessel Collateral Documents and any applicable Collateral Documents (as
applicable and, in the case of a Vessel, including, without limitation,
documents and information of the type described in Section 4.01(a)(iv))
and other security and pledge agreements, as specified by and in form and
substance satisfactory to the Administrative Agent, securing payment of all the
Obligations of the applicable Loan Party under the Loan Documents and
constituting Liens on all such properties and (B) cause the applicable Loan
Party to take whatever action (including the recording of mortgages, recording
of Preferred Vessel Mortgages, the filing of Uniform Commercial Code financing
statements (or the equivalent in any foreign jurisdiction), the giving of
notices and the endorsement of notices on title documents) may be necessary or
advisable in the opinion of the Administrative Agent to vest in the
Administrative Agent (or in any representative of the Administrative Agent
designated by it) valid and subsisting Liens on such property, enforceable
against all third parties,




(iii)  within 10
days after such acquisition, deliver to the Administrative Agent, upon the
request of the Administrative Agent in its sole discretion, a signed copy of a
favorable opinion, addressed to the Administrative Agent and the other Secured
Parties, of counsel for the Loan Parties acceptable to the Administrative Agent
as to the matters contained in clause (ii)
above and as to such other matters as the Administrative Agent may reasonably
request, and




(iv)  as
promptly as practicable after any acquisition of a real property, deliver, upon
the request of the Administrative Agent in its sole discretion, to the
Administrative Agent with respect to such real property title reports, surveys
and engineering, soils and other reports, and environmental assessment reports,
each in scope, form and substance satisfactory to the Administrative Agent,
provided, however, that to the
extent that any Loan Party or any of its Subsidiaries shall have otherwise
received any of the foregoing items with respect to such real property, such
items shall, promptly after the receipt thereof, be delivered to the
Administrative Agent,




(c)  Subsequent
to the formation or acquisition of any direct or indirect Subsidiary that is an
Excluded Subsidiary by any Loan Party, then the Borrowers shall, at the
Borrowers’ expense:




(i)  no later
than ninety (90) days after the consummation of any Permitted Vessel
Acquisition, (A) cause the applicable Excluded Subsidiary to duly execute and
deliver to the Administrative Agent a Guaranty in form and substance
satisfactory to the Administrative Agent and (B) cause the applicable Loan Party
to deliver to the Administrative Agent any Securities Collateral in such
Excluded Subsidiary and any Pledged Debt with respect to such Excluded
Subsidiary, and




(ii)  no later
than ninety (90) days after the consummation of any Permitted Vessel
Acquisition, deliver to the Administrative Agent, upon the request of the
Administrative Agent in its sole discretion, a signed copy of a favorable
opinion, addressed to the Administrative Agent and the other Secured Parties, of
counsel for the Loan Parties acceptable to the Administrative Agent as to the
matters contained in clause (i) above
and as to such other matters as the Administrative Agent may reasonably
request.




If not
more than 90 days after the consummation of a Permitted Vessel Acquisition by
any Excluded Subsidiary, such Excluded Subsidiary incurs any Permitted New
Vessel Construction Indebtedness permitted under Section 7.02(g) or
incurs any Indebtedness in connection with any Permitted Vessel Acquisition
permitted under Section 7.02(f), such
Excluded Subsidiary and such Loan Party shall not be required to execute and/or
deliver the documents set forth in this clause
(c).




(d)  Upon the
request of the Administrative Agent following the occurrence and during the
continuance of a Default, the Borrowers shall, at the Borrowers’
expense:




(i)  within 10
days after such request, furnish to the Administrative Agent a description of
any Vessel, the real and personal properties of the Loan Parties and their
respective Subsidiaries in detail satisfactory to the Administrative
Agent,




(ii)  within 15
days after such request, duly execute and deliver, and cause each Loan Party (if
it has not already done so) to duly execute and deliver, to the Administrative
Agent any applicable Collateral Documents and other security and pledge
agreements, as specified by and in form and substance satisfactory to the
Administrative Agent (including delivery of all Securities Collateral and
Pledged Debt in and of such Subsidiary, and other instruments of the type
specified in Section
4.01(a)(iii)), securing payment of all the Obligations of the applicable
Loan Party under the Loan Documents and constituting Liens on all such
properties,




(iii)  within 30
days after such request, take, and cause each Loan Party to take, whatever
action (including the recording of Preferred Vessel Mortgages, the filing of
Uniform Commercial Code financing statements (or the equivalent in any foreign
jurisdiction), the giving of notices and the endorsement of notices on title
documents) may be necessary or advisable in the opinion of the Administrative
Agent to vest in the Administrative Agent (or in any representative of the
Administrative Agent designated by it) valid and subsisting Liens on the
properties purported to be subject to applicable Collateral Documents and
security and pledge agreements delivered pursuant to this Section 6.12,
enforceable against all third parties in accordance with their
terms,




(iv)  within 60
days after such request, deliver to the Administrative Agent, upon the request
of the Administrative Agent in its sole discretion, a signed copy of a favorable
opinion, addressed to the Administrative Agent and the other Secured Parties, of
counsel for the Loan Parties acceptable to the Administrative Agent as to the
matters contained in clauses (ii) and
(iii) above,
and as to such other matters as the Administrative Agent may reasonably request,
and




(v)  as
promptly as practicable after such request, deliver, upon the request of the
Administrative Agent in its sole discretion, to the Administrative Agent with
respect to each parcel of real property owned or held by the Borrowers and their
Subsidiaries, title reports, surveys and engineering, soils and other reports,
and environmental assessment reports, each in scope, form and substance
satisfactory to the Administrative Agent, provided, however, that to the extent that any
Loan Party or any of its Subsidiaries shall have otherwise received any of the
foregoing items with respect to such real property, such items shall, promptly
after the receipt thereof, be delivered to the Administrative
Agent.




(e)  At any
time upon request of the Administrative Agent, promptly execute and deliver any
and all further instruments and documents and take all such other action as the
Administrative Agent may deem necessary or desirable in obtaining the full
benefits of, or (as applicable) in perfecting and preserving the Liens of, such
guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages,
leasehold mortgages, leasehold deeds of trust, any applicable Collateral
Documents and other security and pledge agreements.




6.13.  Compliance with Environmental
Laws.  Comply, and cause all lessees and other Persons
operating or occupying its properties to comply, in all material respects, with
all applicable Environmental Laws and Environmental Permits; obtain and renew
all Environmental Permits necessary for its operations and properties; and
conduct any investigation, study, sampling and testing, and undertake any
cleanup, removal, remedial or other action necessary to remove and clean up all
Hazardous Materials from any of its properties, in accordance with the
requirements of all Environmental Laws; provided, however, that neither
the Borrowers nor any of their Subsidiaries shall be required to undertake any
such cleanup, removal, remedial or other action to the extent that its
obligation to do so is being contested in good faith and by proper proceedings
and appropriate reserves are being maintained with respect to such circumstances
in accordance with GAAP.




6.14.  Preparation of Environmental
Reports.  At the request of the Required Lenders from time to
time, provide to the Lenders within 60 days after such request, at the
expense of the Borrowers, an environmental site assessment report for any of its
properties described in such request, prepared by an environmental consulting
firm acceptable to the Administrative Agent, indicating the presence or absence
of Hazardous Materials and the estimated cost of any compliance, removal or
remedial action in connection with any Hazardous Materials on such properties;
without limiting the generality of the foregoing, if the Administrative Agent
determines at any time that a material risk exists that any such report will not
be provided within the time referred to above, the Administrative Agent may
retain an environmental consulting firm to prepare such report at the expense of
the Borrowers, and the Borrowers hereby grant and agree to cause any Subsidiary
that owns any property described in such request to grant at the time of such
request to the Administrative Agent, the Lenders, such firm and any agents or
representatives thereof an irrevocable non-exclusive license, subject to the
rights of tenants, to enter onto their respective properties to undertake such
an assessment.




6.15.  Further
Assurances.  Promptly upon request by the Administrative Agent,
or any Lender through the Administrative Agent, (a) correct any material defect
or error that may be discovered in any Loan Document or in the execution,
acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register any and all
such further acts, deeds, certificates, assurances and other instruments as the
Administrative Agent, or any Lender through the Administrative Agent, may
reasonably require from time to time in order to (i) carry out more effectively
the purposes of the Loan Documents, (ii) to the fullest extent permitted by
applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties,
assets, rights or interests to the Liens now or hereafter intended to be covered
by any of the Collateral Documents, (iii) perfect and maintain the validity,
effectiveness and priority of any of the Collateral Documents and any of the
Liens intended to be created thereunder and (iv) assure, convey, grant, assign,
transfer, preserve, protect and confirm more effectively unto the Secured
Parties the rights granted or now or hereafter intended to be granted to the
Secured Parties under any Loan Document or under any other instrument executed
in connection with any Loan Document to which any Loan Party or any of its
Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do
so.




6.16.  Charters.  Perform
and observe all the terms and provisions of each Charter to be performed or
observed by it, maintain each such Charter in full force and effect, enforce
each such Charter in accordance with its terms, take all such action to such end
as may be from time to time requested by the Administrative Agent and, upon
request of the Administrative Agent, make to each other party to each such
Charter such demands and requests for information and reports or for action as
any Loan Party or any of its Subsidiaries is entitled to make under such
Charter, and cause each of its Subsidiaries to do so, and ensure that the
Administrative Agent has at all times a first priority perfected Lien on such
Charter pursuant to the Charter Assignment.




6.17.  Lien and Title
Searches.Promptly following receipt of the acknowledgment
copy of any financing statements filed under the Uniform Commercial Code in any
jurisdiction by or on behalf of the Secured Parties or any title search results
on any Vessels, deliver to the Administrative Agent completed requests for
information listing such financing statement or title search results and all
other effective financing statements and title results filed in such
jurisdiction that name any Loan Party as debtor, together with copies of such
other financing statements and title search results.




6.18.  Charters of Excluded
Subsidiaries.  Holdings and the Borrowers shall, and shall
cause each of their respective Subsidiaries to, cause each Excluded Subsidiary
to bareboat charter any vessel that is not a Vessel hereunder and owned by such
Excluded Subsidiary to a Philippine Charterer and to cause such Philippine
Charterer to thereafter time charter such vessel to a Loan Party, provided, that in the
event that such Excluded Subsidiary acquires such vessel subject to an existing
bareboat charter or time charter with a Person that is not a Loan Party or other
Affiliate or a Philippine Charterer as provided herein, the Excluded Subsidiary
may maintain such charter in effect for its original term (and any existing
renewal option provided in such charter as in effect on the date of such
acquisition of the affected vessel by such Excluded Subsidiary).  Such
charter arrangements (other than those referred to in the proviso above) shall
be subject to a charter party, the terms of which are substantially consistent
with the terms of then existing Charters and are consistent with past
practices.  The Administrative Borrower shall, promptly upon the
entering into any such charter agreement, deliver to the Administrative Agent,
copies, certified to be true and correct, of such charter parties.




6.19.  Valuations and
Inspections.




(a)  The
Borrowers shall cause the Appraiser to deliver to the Administrative Agent a
Valuation of each Vessel not later than the fifth day following each anniversary
of the Closing Date and promptly upon not less than 30 days’ prior written
notice from the Administrative Agent to the Borrowers on one additional occasion
in each calendar year, and at any time following any Event of Default, such
Valuation to have been conducted within thirty days of such anniversary of the
Closing Date or such notice, as applicable.  In addition to and
without limiting the foregoing, the Borrowers shall also cause the Appraiser to
deliver to the Administrative Agent a Valuation of each Vessel promptly upon not
less than 30 days’ prior written notice from the Administrative Agent to the
Borrowers (such Valuation to have been conducted within thirty days of such
notice and have been a desk top appraisal of the Vessels) no more than once each
fiscal quarter, it being understood and agreed that the Administrative Agent may
deliver such notice described in this sentence, at its discretion, following a
Revolving Credit Loan Availability Event and receipt by the Administrative Agent
of a written request from a Lender for such Valuation.  The Borrowers
shall supply to the Administrative Agent and the Appraiser making such Valuation
such information concerning the Vessels and their condition as the
Administrative Agent or such Appraiser may require for the purpose of making
Valuations of the Vessels.  The Borrowers shall permit, and shall
cause each charterer of each Vessel to permit, the Administrative Agent, the
Appraiser and their respective agents and employees to board and inspect each
Vessel in connection with each such Valuation in case at the risk and as the
sole expense of the Borrowers.




(b)  In the
event that the Administrative Agent or the Required Lenders determines that the
results of any Valuation conducted pursuant to paragraph (a) above
is not satisfactory for any reason (an “Initial Valuation”),
the Administrative Agent may (or at the written request of the Required Lenders
shall) request within forty-five days after receipt by the Administrative Agent
of the results of any such Initial Valuation a subsequent Valuation to be
conducted from an Appraiser identified in Schedule 2.01(b) and
selected by the Administrative Agent in its discretion (a “Subsequent
Valuation”), such Subsequent Valuation to be conducted within thirty days
of receipt by the Borrower of such request.  A Subsequent Valuation
shall not reduce the number of Valuations permitted under Section
6.19(a).




(c)  In the
event that any Subsequent Valuation is conducted, for purposes of determining
the Fair Market Value of each Vessel, the Administrative Agent shall calculate
the average of the results of the Initial Valuation and the related Subsequent
Valuation for each Vessel.  The Borrower, the Lenders and the
Administrative Agent agree that the determination by the Administrative Agent of
the average Fair Market Value of each Vessel shall be the Fair Market Value of
such Vessel until any subsequent Valuation is conducted in accordance with the
terms of this Agreement.




6.20.  Recognition by Philippine Maritime
Industry Authority; Etc.  Each Loan Party shall (i) deliver to
the Administrative Agent, not later than 60 daysfollowing the Closing
Date and following the date of delivery of any Vessel which constitutes a
Permitted Vessel Acquisition, evidence acceptable to the Administrative Agent
that the Philippine Maritime Industry Authority shall have recognized that title
to the Vessel financed or refinanced with the proceeds of the Borrowing made on
such funding date, and the status of the Preferred Vessel Mortgage with respect
such Vessel, are governed by the Republic of Panama or such other authority as
the underlying registry, (ii) cause a precautionary notice of the Preferred
Vessel Mortgage with respect to such Vessel to be made in the bareboat registry
of the Philippine Maritime Industry Authority in form and substance acceptable
to the Administrative Agent, (iii) if a Preferred Vessel Mortgage with respect
to any Vessel is amended or modified, cause a precautionary notice of such
amended or modified Preferred Vessel Mortgage to be made in the bareboat
registry of the Philippine Maritime Industry Authority in form and substance
acceptable to the Administrative Agent.




6.21.  Obligor Group
Requirement.  Holdings and its Subsidiaries shall remain in
compliance with the Obligor Group Requirement at all times and shall take all
steps necessary or reasonably required by the Administrative Agent to
demonstrate and/or ensure compliance with this Section
6.21.




6.22.  Concerning the
Vessels.  (a)  Each of the Loan Parties shall at all
times operate each Vessel in compliance in all respects with all applicable
governmental rules, regulations and requirements pertaining to such Vessels and
in compliance in all respects with all rules, regulations and requirements of
the applicable Classification Society.  The Borrowers shall keep each
Vessel registered under the laws of the Republic of Panama or the Republic of
Liberia and furnish to the Administrative Agent copies of all renewals and
extensions thereof.




(b)  Loan
Parties shall maintain each Vessel classed in the highest available class with a
Classification Society, without recommendations or exceptions of any kind that
affect such Vessel’s classification and rating by such Classification Society,
and shall provide the Administrative Agent with a confirmation of class from the
relevant Classification Society upon request.  Upon request, the Loan
Parties shall furnish to the Administrative Agent and the Lenders the
certificate of each Classification Society covering each of the Vessels listed
from time to time on Schedule 5.27 attached hereto
no later than thirty (30) days after the end of each fiscal year of
Holdings.




(c)  Each
of the Loan Parties shall maintain and cause each of its Subsidiaries to
maintain, a certified copy of the relevant Preferred Vessel Mortgage, together
with a notice thereof, aboard each of the Vessels owned by it.




6.23.  Dissolution of
Entities.  On or prior to the date which is one hundred and
twenty (120) calendar days following the Closing Date, the Borrowers shall
deliver to the Administrative Agent evidence of the dissolution of Asia-America
Ocean Carriers Ltd., Kensington Shipping Corp., and Newkirk Navigation Corp., in
form, scope and substance reasonably satisfactory to the Administrative
Agent.




ARTICLE
VII.




NEGATIVE
COVENANTS




So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, each of Holdings (except in the case of the covenant set
forth in Section
7.04 and Section 7.14) and the
Borrowers shall not, nor shall it permit any Subsidiary to, directly or
indirectly:




7.01.  Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, or sign or file or suffer to
exist under the Uniform Commercial Code (or any analogous statute or Law) of any
jurisdiction a financing statement (or the equivalent in any foreign
jurisdiction) that names Holdings or any of its Subsidiaries as debtor, or
assign any accounts or other right to receive income, other than the
following:




(a)  Liens
pursuant to any Loan Document;




(b)  Liens
existing on the date hereof and listed on Schedule 5.08(b) and
any renewals or extensions thereof, provided that (i) the
property covered thereby is not changed, (ii) the amount secured or benefited
thereby is not increased except as contemplated by Section 7.02(f),
(iii) the direct or any contingent obligor with respect thereto is not changed,
and (iv) any renewal or extension of the obligations secured or benefited
thereby is permitted by Section
7.02(f);




(c)  Liens for
taxes not yet due or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with
GAAP;




(d)  carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of
more than 30 days or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person;




(e)  pledges
or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
other than any Lien imposed by ERISA;




(f)  deposits
to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of
business;




(g)  easements,
rights-of-way, restrictions and other similar encumbrances affecting real
property which, in the aggregate, are not substantial in amount, and which do
not in any case materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of the
applicable Person;




(h)  Liens
securing judgments for the payment of money not constituting an Event of Default
under Section
8.01(h); and




(i)  Liens
securing Permitted New Vessel Construction Indebtedness permitted under Section 7.02(g);
provided that
such Liens do not at any time encumber any property other than the vessels
financed by such Indebtedness, any insurance proceeds and earnings arising
directly from such vessels and any proceeds of claims held by such Excluded
Subsidiary arising directly from the use and ownership of such
vessel;




(j)  Liens
securing Indebtedness in respect of Permitted Vessel Acquisitions permitted
under Section
7.02(f); provided that such
Liens do not at any time encumber any property other than the property financed
by such Indebtedness, any insurance proceeds and earnings arising directly from
such vessels and any proceeds of claims held by such Excluded Subsidiary arising
directly from the use and ownership of such vessel;




(k)  Liens on
Vessels permitted under the Preferred Vessel Mortgages, and in respect of any
Limited Guarantors and Subsidiaries of Holdings that are not Loan Parties, Liens
on vessels not constituting Vessels for wages of the crew, including the master
of the vessel relating to the current voyage, for wages of stevedores when
employed directly by such Subsidiary, operator, the master, ship’s husband or
agent of the vessel or for general average or salvage, and liens not covered by
insurance incurred in the ordinary course of business and in existence for less
than sixty days; and




(l)  Liens on
moneys due or to become due to or for the account of any Loan Party (other than
a Borrower and, for the avoidance of doubt, any Limited Guarantor) at any time
arising out of the use or operation of a vessel other than a Vessel and granted
by such Loan Party to a lender in connection with the financing.




7.02.  Indebtedness.  Create,
incur, assume or suffer to exist any Indebtedness, except:




(a)  obligations
(contingent or otherwise) existing or arising under any Swap Contract, provided that (i)
such obligations are (or were) entered into by such Person in the ordinary
course of business for the purpose of directly mitigating risks associated with
fluctuations in interest rates, foreign exchange rates, or commodity prices and
(ii) such Swap Contract does not contain any provision exonerating the
non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;




(b)  Intercompany
Indebtedness of Holdings or any its Subsidiaries owed to any Subsidiary of
Holdings, which Indebtedness shall (i) in the case of Indebtedness owed to a
Loan Party (other than a Limited Guarantor), constitute “Pledged Debt” under the
Security Agreement, (ii) be on terms (including subordination terms) acceptable
to the Administrative Agent and (iii) be otherwise permitted under the
provisions of Section
7.03;




(c)  Indebtedness
under the Loan Documents;




(d)  Indebtedness
outstanding on the date hereof and listed on Schedule 7.02
and any refinancings, refundings, renewals or extensions thereof; provided that the
amount of such Indebtedness is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to a reasonable
premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any
existing commitments unutilized thereunder and the direct or any contingent
obligor with respect thereto is not changed, as a result of or in connection
with such refinancing, refunding, renewal or extension; and provided, further, that the
terms relating to principal amount, amortization, maturity, collateral (if any)
and subordination (if any), and other material terms taken as a whole, of any
such refinancing, refunding, renewing or extending Indebtedness, and of any
agreement entered into and of any instrument issued in connection therewith, are
no less favorable in any material respect to the Loan Parties or the Lenders
than the terms of any agreement or instrument governing the Indebtedness being
refinanced, refunded, renewed or extended and the interest rate applicable to
any such refinancing, refunding, renewing or extending Indebtedness does not
exceed the then applicable market interest rate;




(e)  Guarantees
of (i) Holdings or any other Loan Party in respect of Indebtedness otherwise
permitted hereunder of Holdings or such Loan Party (other than a Limited
Guarantor) and (ii) any Loan Party (other than any of the Borrowers) in respect
of Indebtedness incurred by an Excluded Subsidiary to construct or acquire a
vessel that is not a Vessel hereunder under clause (f) or (g) of this Section 7.02 and
entered into by such Loan Party in favor of the lender of such
Indebtedness;




(f)  Indebtedness
incurred to finance any Permitted Vessel Acquisition, provided that (i) no
Default or Event of Default shall have occurred and be continuing or result from
the incurrence of such Indebtedness, (ii) prior to the incurrence of such
Indebtedness, Holdings demonstrates compliance with the Consolidated Leverage
Ratio on a trailing twelve month basis as of the most recently completed fiscal
month to the satisfaction of the Administrative Agent, (iii) the aggregate
amount of such Indebtedness does not exceed the cost or fair market value,
whichever is lower, of the applicable vessels being so financed and (iv) such
Indebtedness may only be secured by Liens permitted under Section
7.01(j);




(g)  Permitted
New Vessel Construction Indebtedness, provided that (i) the
terms and conditions of any such Permitted New Vessel Construction Indebtedness
shall be reasonably acceptable to the Administrative Agent, (ii) no Default or
Event of Default shall have occurred and be continuing or result from the
incurrence of such Indebtedness, (iii) prior to the incurrence of such
Indebtedness, Holdings demonstrates compliance with the Consolidated Leverage
Ratio on a trailing twelve month basis as of the most recently completed fiscal
month to the satisfaction of the Administrative Agent, (iv) the aggregate amount
of such Indebtedness does not exceed the cost or fair market value, whichever is
lower, of the applicable vessels being so financed and (v) such Indebtedness may
only be secured by Liens permitted under Section 7.01(i);
and




(h)  so long
as no Default or Event of Default has occurred and is continuing at the time of
incurrence thereof or would result from the incurrence thereof, unsecured
Indebtedness incurred in the ordinary course of business.




7.03.  Investments.  Make
or hold any Investments, except:




(a)  Investments
held by Holdings and any Subsidiary of Holdings in the form of Cash
Equivalents;




(b)  advances
to officers, directors and employees of any Borrower and Subsidiaries in an
aggregate amount not to exceed $250,000 at any time outstanding, for travel,
entertainment, relocation and analogous ordinary business purposes;




(c)  (i)
Investments by Holdings and its Subsidiaries in their respective Subsidiaries
outstanding on the date hereof, (ii) additional Investments by Holdings and its
Subsidiaries in any Loan Party (other than Holdings and any Limited Guarantor),
and (iii) additional Investments by Subsidiaries of Holdings that are not Loan
Parties in other Subsidiaries that are not Loan Parties;




(d)  Investments
consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss;




(e)  Guarantees
permitted by Section
7.02;




(f)  Investments
existing on the date hereof (other than those referred to in Section 7.03(c)(i))
and set forth on Schedule
5.08(e);




(g)  Investments
by a Borrower or Holdings in Swap Contracts permitted under Section 7.02(a);




(h)  Investments
by Holdings and its Subsidiaries in Joint Ventures or in other Persons hereunder
in an aggregate amount invested from the date hereof not to exceed the sum of
(i) $30,000,000 plus (ii) 25% of the
Consolidated Net Income earned in each full fiscal year ending after December
31, 2007 (with no deduction for a net loss in any such fiscal year) minus (iii) the
aggregate amount of dividends or other distributions made in each full fiscal
year ending after December 31, 2007 pursuant to Section 7.06;
provided, that
no Default or Event of Default has occurred and is continuing at the time any
such Investment is made;




(i)  Investments
in Subsidiaries of Holdings to provide funds for construction of multipurpose
tweendeck or bulk carrier shipping vessels, provided that (i) no
Default or Event of Default has occurred and is continuing at the time that
construction of any such vessel is commenced and (ii) any Indebtedness incurred
in connection with such Investments constitutes Permitted New Vessel
Construction Indebtedness permitted by Section 7.02(g) and
(iii) the aggregate amount of such Investments shall not exceed the cost or fair
market value, whichever is lower, of the applicable vessel being so constructed
less any Permitted New Vessel Construction Indebtedness incurred under Section 7.02(g);
and




(j)  Investments
in Subsidiaries of Holdings in connection with any Permitted Vessel Acquisition
in an aggregate amount not to exceed (i) the cost or fair market value,
whichever is lower, of the applicable vessel being so financed, plus, (ii) costs
necessary, in the reasonable business judgment of the Borrowers, to ready such
vessel for service, less (iii) any
Indebtedness incurred in connection with such Permitted New Vessel Acquisition
under Section
7.02(f), provided, that no
Default or Event of Default has occurred and is continuing at the time of any
such Investment is made or would result from the making of such
Investment.




7.04.  Fundamental
Changes.  Merge, dissolve, liquidate, consolidate with or into
another Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:




(a)  any
Subsidiary may merge with (i) any Borrower, provided that a
Borrower shall be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries, provided that when
any wholly-owned Subsidiary is merging with another Subsidiary, such
wholly-owned Subsidiary shall be the continuing or surviving
Person;




(b)  any Loan
Party may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to a Borrower or to another Loan Party (other than
Holdings or a Limited Guarantor);




(c)  any
Subsidiary that is not a Loan Party may dispose of all or substantially all its
assets (including any Disposition that is in the nature of a liquidation) to (i)
another Subsidiary that is not a Loan Party or (ii) to a Loan
Party;




(d)  in
connection with any acquisition permitted under Section 7.03, any
Subsidiary of the Borrowers may merge into or consolidate with any other Person
or permit any other Person to merge into or consolidate with it; provided that (i) the
Person surviving such merger shall be a wholly-owned Subsidiary of a Borrower
and (ii) in the case of any such merger to which any Loan Party (other than the
Borrower) is a party, such Loan Party is the surviving Person;




(e)  so long
as no Default has occurred and is continuing or would result therefrom,each Borrower and any of
its Subsidiaries may merge into or consolidate with any other Person or permit
any other Person to merge into or consolidate with it; provided, however, that in each
case, immediately after giving effect thereto (i) in the case of any such merger
to which a Borrower is a party, such Borrower is the surviving corporation and
(ii) in the case of any such merger to which any Loan Party (other than a
Borrower) is a party, such Loan Party is the surviving corporation;
and




(f)  the
Borrowers may dissolve the entities described in Section 6.23 under
the terms thereof.




7.05.  Dispositions.  Make
any Disposition or enter into any agreement to make any Disposition,
except:




(a)  Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business;




(b)  Dispositions
of inventory in the ordinary course of business;




(c)  Dispositions
of equipment or real property to the extent that (i) such property is exchanged
for credit against the purchase price of similar replacement property or (ii)
the proceeds of such Disposition are reasonably promptly applied to the purchase
price of such replacement property;




(d)  Dispositions
of property by any Subsidiary to any Borrower or to a wholly-owned Subsidiary;
provided that
if the transferor of such property is a Guarantor (other than a Limited
Guarantor), the transferee thereof must either be a Borrower or a Guarantor
(other than a Limited Guarantor);




(e)  Dispositions
permitted by Section
7.04;




(f)  After
delivery, any Borrower may (i) Dispose of any Vessel it owns, but only if (A)
the Net Cash Proceeds of such Disposition are applied in accordance with the
provisions of Section
2.05(b)(i) and (B) the Disposition of such Vessel is effected pursuant to
an arm’s length transaction for fair market value, or (ii) lease or charter the
Vessel it owns pursuant to a Philippine Charter acceptable to the Administrative
Agent so long as such lease or such charter is assigned as collateral security
to the Administrative Agent for the benefit of the Secured Parties pursuant to
documentation in form and substance satisfactory to the Administrative Agent;
and




(g)  Disposition
of assets (including, for the avoidance of doubt, vessels), but only if (A) such
Disposition is effected pursuant to an arm’s length transaction for fair market
value, and (B) the aggregate book value of all such Dispositions in any fiscal
year shall not exceed twenty percent (20%) of the book value of the total assets
of Holdings and its Subsidiaries identified on the most recently filed 10-Q of
Holdings.




7.06.  Restricted
Payments.  Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that, so long as no Default shall have occurred and be continuing at the
time of any action described below or would result therefrom:




(a)  each
Subsidiary may make Restricted Payments to a Borrower, any Subsidiaries of a
Borrower that are Guarantors (other than Limited Guarantors) and any other
Person that owns a direct Equity Interest in such Subsidiary, ratably according
to their respective holdings of the type of Equity Interest in respect of which
such Restricted Payment is being made;




(b)  any
Borrower and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity
Interests of such Person;




(c)  the
Borrowers may declare and pay cash dividends to Holdings not to exceed an amount
necessary to permit Holdings to pay (i) reasonable and customary corporate and
operating expenses (including reasonable out-of-pocket expenses for legal,
administrative and accounting services provided by third parties, and
compensation, benefits and other amounts payable to officers and employees in
connection with their employment in the ordinary course of business and to board
of director observers), (ii) franchise fees or similar taxes and fees required
to maintain its corporate existence, (iii) its proportionate share of the tax
liability of the affiliated group of corporations that file consolidated Federal
income tax returns (or that file state and local income tax returns on a
consolidated basis), and (iv) Restricted Payments permitted under paragraph (d) of this
Section 7.06;
and




(d)  so long
as no Default has occurred and is continuing or would result from such
Restricted Payment, Holdings may declare and make dividend payments or other
distributions in any fiscal year in an aggregate amount not to exceed 50% of
Consolidated Net Income for the prior fiscal year of Holdings and its
Subsidiaries; provided that prior
to making any such Restricted Payment, Holdings and its Subsidiaries shall
demonstrate to the reasonable satisfaction of the Administrative Agent pro forma compliance with the
Consolidated Fixed Charge Coverage Ratio for the most recently ended Measurement
Period taking into account the making of such Restricted Payment and the
Administrative Agent shall have received a duly completed Compliance Certificate
signed by chief executive officer, chief financial officer, treasurer or
controller of the Holdings evidencing such  pro forma compliance
(together with supporting calculations in respect thereof).




7.07.  Vessels.  No
Borrower shall permit the Vessel it owns to be chartered or sub-chartered (A) to
any Person pursuant to any bareboat charter, except by such Borrower to a
Philippine Charterer pursuant to a Philippine Charter acceptable to the
Administrative Agent and that shall have been assigned to the Administrative
Agent as collateral pursuant to a Multi-Party Agreement with respect to such
Vessel or (B) to any Person by any Charterer, except pursuant to a Charter (1)
acceptable to the Administrative Agent and that shall have been assigned to the
Administrative Agent as collateral for the obligations of the Borrowers under
this Agreement and the other Loan Documents pursuant to a Multi-Party Agreement
or, in the case of the Charter of any Vessel by a Philippine Charterer to any
Person, assigned by such Philippine Charterer to such Borrower pursuant to a
Philippine Assignment and by such Borrower to the Administrative Agent pursuant
to a Multi-Party Agreement in each case in form and substance acceptable to the
Administrative Agent, (2) to a Person other than Holdings or any of its
Affiliates that, after giving effect to any renewals or other extensions
provided there in and in the absence of any early termination, shall or would
have a term of more than one year, but less than 25 months, provided that, not
later than 60 days after the effectiveness of such Charter, the Borrowers shall
have caused such Charter to be assigned as collateral for the obligations of the
Borrowers under this Agreement and the other Loan Documents pursuant to a
Multi-Party Agreement or another document in each case in form and substance
acceptable to the Administrative Agent and a copy of such Charter shall have
been delivered to the Administrative Agent and (3) to a person other than
Holdings or any of its Affiliates that, after giving effect to any renewals or
other extensions provided therein and in the absence of any early termination,
shall or would have a term of one year or less.  None of the Obligors
shall permit any Philippine Charterer to charter any Vessel to any Person other
than Pacific Rim Shipping Corp.




7.08.  Approved
Manager.  None of the Borrowers shall employ a manager of its
Vessel other than an Approved Manager, or change the terms and conditions of the
management of such Vessel other than upon such terms and conditions as the
Administrative Agent shall approve.




7.09.  Change in Nature of
Business.  Engage in any material line of business
substantially different from those lines of business conducted by Holdings and
its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.




7.10.  Transactions with
Affiliates.  Enter into any transaction of any kind with any
Affiliate of Holdings or any of its Subsidiaries, whether or not in the ordinary
course of business, other than on fair and reasonable terms substantially as
favorable to Holdings or such Subsidiary as would be obtainable by Holdings or
such Subsidiary at the time in a comparable arm’s length transaction with a
Person other than an Affiliate.




7.11.  Burdensome
Agreements.  Enter into or permit to exist any Contractual
Obligation (other than this Agreement or any other Loan Document) that (a)
limits the ability (i) of any Subsidiary to make Restricted Payments to any
Borrower or any Guarantor or to otherwise transfer property to or invest in any
Borrower or any Guarantor, except for any agreement in effect (A) on the date
hereof and set forth on Schedule 7.11 or (B)
at the time any Subsidiary becomes a Subsidiary of such Borrower, so long as
such agreement was not entered into solely in contemplation of such Person
becoming a Subsidiary of such Borrower, (ii) of any Subsidiary to Guarantee the
Indebtedness of the Borrowers or (iii) of the Borrowers or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this
clause (iii)
shall not prohibit any negative pledge incurred or provided in favor of any
holder of Indebtedness permitted under Section 7.02(f) and
(g) solely to
the extent any such negative pledge relates to the property financed by or the
subject of such Indebtedness; or (b) requires the grant of a Lien to secure an
obligation of such Person if a Lien is granted to secure another obligation of
such Person.




7.12.  Use of
Proceeds.  Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such
purpose.




7.13.  Financial Covenants.




(a)  Minimum Consolidated
Tangible Net Worth.  Permit Consolidated Tangible Net Worth at
any time to be less than the sum of (i) $235,000,000, plus (ii) an amount
equal to 75% of the Consolidated Net Income earned in each full fiscal quarter
ending after September 30, 2007 (with no deduction for a net loss in any such
fiscal quarter) and (iii) an amount equal to 100% of the aggregate increases in
Shareholders’ Equity of Holdings and its Subsidiaries after September 30, 2007
by reason of the issuance and sale of Equity Interests of Holdings or any
Subsidiary (other than issuances to Holdings or a wholly-owned Subsidiary),
including upon any conversion of debt securities of Holdings into such Equity
Interests.




(b)  Minimum Cash
Liquidity.  For each calendar month ending on or after the date
hereof, Qualified Cash of the Loan Parties (other than the Limited Guarantors),
plus
Availability in an average daily amount during such calendar month not less than
$15,000,000.




(c)  Maximum Consolidated
Leverage Ratio.  Permit the Consolidated Leverage Ratio of
Holdings and its Subsidiaries at any time to be greater than
3.00:1.00.




(d)  Minimum Consolidated Fixed
Charge Coverage Ratio.  Permit the Consolidated Fixed Charge
Coverage Ratio as of the end of any fiscal quarter  and for the period
of four fiscal quarters then ending of Holdings and its Subsidiaries to be less
than 1.50:1.00.




7.14.  Financing
Agreements.  If, on or after the date hereof, Holdings or any
of its Subsidiaries shall be a party to any Financing Agreement that shall
include any financial covenant, undertaking or other provision (or any thereof
shall be amended or otherwise modified), however expressed and whether stated as
a ratio, as a fixed threshold, as an event of default or otherwise, of Holdings
or any of its Subsidiaries and such provision is not contained in this Agreement
or would be more beneficial to such lender(s) than any analogous provision
contained in this Agreement (any such provision, a “Replacement
Covenant”), then the Loan Parties shall provide prompt notice thereof to
the Administrative Agent and the Lenders.  Thereupon, unless waived in
writing by the Administrative Agent and the Required Lenders within five days of
the Administrative Agent’s and the Lender’s receipt of such notice, such
Replacement Covenant shall be deemed incorporated by reference into this
Agreement, mutatis mutandis, as if set
forth fully herein, effective as of the later of the date of this Agreement and
the date when such Replacement Covenant became effective under the such
Financing Agreement.  Thereafter, upon the request of the
Administrative Agent, the Loan Parties shall enter into any additional agreement
or amendment to this Agreement reasonably requested by the Administrative Agent
or the Required Lenders evidencing any of the foregoing.  Any
Replacement Covenant incorporated into this Agreement pursuant to this Section 7.14 shall
remain unchanged herein notwithstanding any waiver or subsequent modification of
such Replacement Covenant (unless any such modification itself constitutes a
Replacement Covenant) under the applicable Financing Agreement and shall be
deemed deleted from this Agreement at such time as the applicable Financing
Agreement shall be terminated and no amounts shall be outstanding or otherwise
due by Holdings or any of its Subsidiaries thereunder.




7.15.  Amendments of Organization Documents,
Etc.  Amend any of its Organization Documents.




7.16.  Accounting
Changes.  Make any change in (a) accounting policies or
reporting practices, except as required by GAAP, or (b) fiscal year and
fiscal quarters.




7.17.  Prepayments, Etc. of
Indebtedness.  Prepay, redeem, purchase, defease or otherwise
satisfy prior to the scheduled maturity thereof in any manner, or make any
payment in violation of any subordination terms of, any Indebtedness, except
(a) the prepayment of the Credit Extensions in accordance with the terms of
this Agreement and (b) regularly scheduled or required repayments or
redemptions of Indebtedness set forth in Schedule 7.02 and
refinancings and refundings of such Indebtedness in compliance with Section
7.02(g).




7.18.  Holding Company.  In
the case of Holdings, engage in any business or activity other than (a) the
ownership of all outstanding Equity Interests in the Borrowers, (b) maintaining
its corporate existence, (c) participating in tax, accounting and other
administrative activities as the parent of the consolidated group of companies,
including the Loan Parties, (d) the execution and delivery of the Loan Documents
to which it is a party and the performance of its obligations thereunder, and
(e) activities incidental to the businesses or activities described in clauses (a) through
(d) of this
Section.




7.19.  Net Present Rental
Value.  Permit Net Present Rental Value to exceed $60,000,000,
calculated at the end of each fiscal quarter of Holdings (commencing with the
fiscal quarter ended December 31, 2007).




ARTICLE
VIII.




EVENTS
OF DEFAULT AND REMEDIES




8.01.  Events of
Default.  Any of the following shall constitute an Event of
Default:




(a)  Non-Payment.  The
Borrowers or any other Loan Party fails to (i) pay when and as required to be
paid herein, any amount of principal of any Loan or any L/C Obligation or
deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) pay
within three days after the same becomes due, any interest on any Loan or on any
L/C Obligation, or any fee due hereunder, or (iii) pay within five days after
the same becomes due, any other amount payable hereunder or under any other Loan
Document; or




(b)  Specific
Covenants.  (i) The Borrowers or any Loan Party fail to perform
or observe any term, covenant or agreement contained in any of Sections 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.14, 6.16, 6.17, 6.19, 6.20, 6.21, 6.22 or Article VII, (ii) any
of the Guarantors fails to perform or observe any term, covenant or agreement
contained in the Guaranty or (iii) any of the Loan Parties fails to perform or
observe any term, covenant or agreement contained in any Collateral Document
which it is a party; or




(c)  Other
Defaults.  Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in Section 8.01(a) or
(b) above or,
in respect of Holdings, specified in Section 8.01(o)
below) contained in any Loan Document on its part to be performed or observed
and such failure continues for 30 days; or




(d)  Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Borrowers or any
other Loan Party herein, in any other Loan Document, or in any document
delivered in connection herewith or therewith shall be incorrect or misleading
when made or deemed made; or




(e)  Cross-Default.  (i)
Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate principal
amount (including undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated credit arrangement) of
more than the Threshold Amount, or (B) fails to observe or perform any other
agreement or condition relating to any such Indebtedness or Guarantee or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event
is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to be demanded or to become due
or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so
defined) under such Swap Contract as to which a Loan Party or any Subsidiary
thereof is an Affected Party (as so defined) and, in either event, the Swap
Termination Value owed by such Loan Party or such Subsidiary as a result thereof
is greater than the Threshold Amount; or




(f)  Insolvency Proceedings,
Etc.  Any Loan Party or any Subsidiary thereof institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or




(g)  Inability to Pay Debts;
Attachment.  (i) Any Loan Party or any Subsidiary thereof
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within
30 days after its issue or levy; or




(h)  Judgments.  There
is entered against any Loan Party or any Subsidiary thereof (i) one or more
final judgments or orders for the payment of money in an aggregate amount (as to
all such judgments and orders) exceeding the Threshold Amount (to the extent not
covered by independent third-party insurance as to which the insurer is rated at
least “A” by A.M. Best Company, has been notified of the potential claim and
does not dispute coverage), or (ii) any one or more non-monetary final judgments
that have, or could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B)
there is a period of 10 consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, is not in effect;
or




(i)  ERISA.  (i)
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of Holdings
or any ERISA Affiliate under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) Holdings or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of the Threshold Amount; or




(j)  Invalidity of Loan
Documents.  Any provision of any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Loan Party or any
other Person contests in any manner the validity or enforceability of any
provision of any Loan Document; or any Loan Party denies that it has any or
further liability or obligation under any provision of any Loan Document, or
purports to revoke, terminate or rescind any provision of any Loan Document;
or




(k)  Change of
Control.  There occurs any Change of Control; or




(l)  Collateral
Documents.  Any Collateral Document after delivery thereof
pursuant to Section 4.01 or
6.12 shall for
any reason (other than pursuant to the terms thereof) cease to create (i) a
valid and perfected first priority Lien (subject to Liens permitted by Section 7.01) on the
Collateral purported to be covered thereby or (ii) a valid indenture of first
naval mortgage under the law of the Republic of Panama on the Vessel described
therein or (iii) in the case of any Multi-Party Agreement, Philippine
Assignment, Earnings Assignment or Insurance Assignment any a valid and
perfected first-priority Lien on the Collateral purported to be covered thereby;
or




(m)  Bank of America Master
Agreement; Preferred Vessel Mortgages.  Any notice of Early
Termination Date shall be given by the Administrative Agent under Section 6(a)
of the Bank of America Master Agreement, or any Person entitled to do so shall
give notice of an Early Termination under Section 6(b)(iv) of the Bank of
America Master Agreement, or an Event of Default (as defined in Section 14 of
the Bank of America Master Agreement or Section 2.1 of any Preferred Vessel
Mortgage shall occur), or the Bank of America Master Agreement shall be
terminated, cancelled, suspended, rescinded or revoked or shall other wise cease
to be in full force and effect for any reason.




(n)  Vessels.  Any
action, suit, investigation, litigation or proceeding shall be pending with
respect to any Vessel in any court or before any arbitrator or Governmental
Authority that could reasonably be expected to have a Material Adverse
Effect.




(o)  Holdings.  Holdings
shall, at any time:




(i)  Fail to
(x) preserve, renew and maintain in full force and effect its legal existence
and good standing under the Laws of the jurisdiction of its organization except
in a transaction permitted by Section 7.05; (y)
take all reasonable action to maintain all rights, privileges, permits, licenses
and franchises necessary or desirable in the normal conduct of its business,
except to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect; and (z) preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation of
which could reasonably be expected to have a Material Adverse
Effect.




(ii)  Merge,
dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person.




(iii)  Amend any
of its Organization Documents.




(iv)  Change
its name without the prior written consent of the Administrative
Agent.




8.02.  Remedies upon Event of
Default.  If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:




(a)  declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;




(b)  declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower;




(c)  require
that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and




(d)  exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Loan
Documents;




provided, however, that upon
the occurrence of an Event of Default specified in Section 8.01(f),
Section 8.01(g)
or an actual or deemed entry of an order for relief with respect to any Loan
Party under the Bankruptcy Code of the United States, the obligation of each
Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrowers to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.




8.03.  Application of
Funds.  After the exercise of remedies provided for in Section 8.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:




First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable
to the Administrative Agent in its capacity as such;




Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer (including fees and time charges
for attorneys who may be employees of any Lender or the L/C Issuer) and amounts
payable under Article
III, ratably among them in proportion to the respective amounts described
in this clause Second payable to
them;




Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to
them;




Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans, L/C
Borrowings and amounts owing under Secured Hedge Agreements constituting
interest rate Swap Contracts and Secured Cash Management Agreements, ratably
among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks
in proportion to the respective amounts described in this clause Fourth held by
them;




Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit;




Sixth, to payment of
that portion of the Obligations constituting unpaid amounts owing under any
other Secured Hedge Agreements constituting commodities Swap Contracts;
and




Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrowers or as otherwise required by Law.




Subject
to Section
2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.




ARTICLE
IX.




ADMINISTRATIVE
AGENT




9.01.  Appointment and
Authority.  (a)  Each of the Lenders and the L/C
Issuer hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuer, and neither the
Borrowers nor any other Loan Party shall have rights as a third party
beneficiary of any of such provisions.




(b)  The
Administrative Agent shall also act as the “collateral agent”
under the Loan Documents, and each of the Lenders (in its capacities as a
Lender, Swing Line Lender (if applicable), potential Hedge Bank and potential
Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and
authorizes the Administrative Agent to act as the agent of such Lender and the
L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on
Collateral granted by any of the Loan Parties to secure any of the Obligations,
together with such powers and discretion as are reasonably incidental
thereto.  In this connection, the Administrative Agent, as “collateral
agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the
Administrative Agent pursuant to Section 9.05 for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Administrative Agent), shall be
entitled to the benefits of all provisions of this Article IX and Article XI (including
Section 11.04(c),
as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect
thereto.




9.02.  Rights as a
Lender.  The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual
capacity.  Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrowers or any
Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.




9.03.  Exculpatory
Provisions.  The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan
Documents.  Without limiting the generality of the foregoing, the
Administrative Agent:




(a)  shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;




(b)  shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law;
and




(c)  shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrowers or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.




The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and
8.02) or (ii)
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the Borrower, a Lender or the L/C Issuer.




The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority
of any Lien purported to be created by the Collateral Documents, (v) the value
or the sufficiency of any Collateral, or (v) the satisfaction of any condition
set forth in Article
IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.




9.04.  Reliance by Administrative
Agent.  The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person.  The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In determining compliance with any
condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or
the L/C Issuer, the Administrative Agent may presume that such condition is
satisfactory to such Lender or the L/C Issuer unless the Administrative Agent
shall have received notice to the contrary from such Lender or the L/C Issuer
prior to the making of such Loan or the issuance of such Letter of
Credit.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.




9.05.  Delegation of
Duties.  The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties.  The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.




9.06.  Resignation of Administrative
Agent.  The Administrative Agent may at any time give notice of
its resignation to the Lenders, the L/C Issuer and the Borrower.  Upon
receipt of any such notice of resignation, the Required Lenders shall have the
right, in consultation with the Borrower, to appoint a successor, which shall be
a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States.  If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders and the L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Administrative Borrower and the Lenders
that no qualifying Person has accepted such appointment, then such resignation
shall nonetheless become effective in accordance with such notice and
(a) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (b) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this
Section.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed among the Borrowers and such successor.  After
the retiring Administrative Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Article and Section 11.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.




Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer and Swing Line
Lender.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, (i) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender
shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.




9.07.  Non-Reliance on Administrative Agent
and Other Lenders.  Each Lender and the L/C Issuer acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender and the L/C Issuer
also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.




9.08.  No Other Duties,
Etc.  Anything herein to the contrary notwithstanding, none of
the Bookrunners, Arrangers or other titles as necessary listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the L/C Issuer hereunder.




9.09.  Administrative Agent May File Proofs
of Claim.  In case of the pendency of any proceeding under any
Debtor Relief Law or any other judicial proceeding relative to any Loan Party,
the Administrative Agent (irrespective of whether the principal of any Loan or
L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the Borrowers or such other Loan Party) shall be
entitled and empowered, by intervention in such proceeding or
otherwise




(a)  to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 10.04) allowed in
such judicial proceeding; and




(b)  to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;




and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.09
and 10.04.




Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer to
authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer or in any such proceeding.




9.10.  Collateral and Guaranty
Matters.  The Lenders and the L/C Issuer irrevocably authorize
the Administrative Agent, at its option and in its discretion,




(a)  to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit, (ii)
that is sold or to be sold as part of or in connection with any Disposition
permitted hereunder or under any other Loan Document, or (iii) if approved,
authorized or ratified in writing in accordance with Section
11.01;




(b)  to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted
hereunder;




(c)  so long
as no Default or Event of Default has occurred and is continuing and provided
that Holdings demonstrates compliance (after giving effect to the incurrence of
the proposed Indebtedness) with the Consolidated Leverage Ratio on a trailing
twelve month basis as of the most recently completed fiscal month to the
satisfaction of the Administrative Agent, subject to Section 6.12(c), to
release any (i) Limited Guarantor or (ii) obligation under any document executed
by such Limited Guarantor pursuant to Section 6.12(c) upon
the incurrence of any Permitted New Vessel Construction Indebtedness permitted
under Section
7.02(g) or Indebtedness incurred in connection with any Permitted Vessel
Acquisition permitted under Section 7.02(f);
and




(d)  to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section
7.01(i).




Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
9.10.  In each case as specified in this Section 9.10, the
Administrative Agent will, at the Borrower’s expense, execute and deliver to the
applicable Loan Party such documents as such Loan Party may reasonably request
to evidence the release of such item of Collateral from the assignment and
security interest granted under the Collateral Documents or to subordinate its
interest in such item, or to release such Guarantor from its obligations under
the Guaranty, in each case in accordance with the terms of the Loan Documents
and this Section
9.10.




ARTICLE
X.




CONTINUING
GUARANTY




10.01.  Guaranty.Holdings
hereby absolutely and unconditionally guarantees, as a guaranty of payment and
performance and not merely as a guaranty of collection, jointly and severally
with all other Guarantors, prompt payment when due, whether at stated maturity,
by required prepayment, upon acceleration, demand or otherwise, and at all times
thereafter, of any and all of the Obligations, whether for principal, interest,
premiums, fees, indemnities, damages, costs, expenses or otherwise, of the
Borrowers to the Secured Parties, arising hereunder and under the other Loan
Documents (including all renewals, extensions, amendments, refinancings and
other modifications thereof and all costs, attorneys’ fees and expenses incurred
by the Secured Parties in connection with the collection or enforcement
thereof).  The Administrative Agent’s books and records showing the
amount of the Obligations shall be admissible in evidence in any action or
proceeding, and shall be binding upon Holdings, and conclusive for the purpose
of establishing the amount of the Obligations.  This Guaranty shall
not be affected by the genuineness, validity, regularity or enforceability of
the Obligations or any instrument or agreement evidencing any Obligations, or by
the existence, validity, enforceability, perfection, non-perfection or extent of
any collateral therefor, or by any fact or circumstance relating to the
Obligations which might otherwise constitute a defense to the obligations of
Holdings under this Guaranty, and Holdings hereby irrevocably waives any
defenses it may now have or hereafter acquire in any way relating to any or all
of the foregoing.




10.02.  Rights of
Lenders.Holdings consents and agrees that the Secured Parties
may, at any time and from time to time, without notice or demand, and without
affecting the enforceability or continuing effectiveness hereof:  (a)
amend, extend, renew, compromise, discharge, accelerate or otherwise change the
time for payment or the terms of the Obligations or any part thereof; (b) take,
hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise
dispose of any security for the payment of this Guaranty or any Obligations; (c)
apply such security and direct the order or manner of sale thereof as the
Administrative Agent, the L/C Issuer and the Lenders in their sole discretion
may determine; and (d) release or substitute one or more of any endorsers or
other guarantors of any of the Obligations.  Without limiting the
generality of the foregoing, Holdings consents to the taking of, or failure to
take, any action which might in any manner or to any extent vary the risks of
Holdings under this Guaranty or which, but for this provision, might operate as
a discharge of Holdings.




10.03.  Certain
Waivers.Holdings waives (a) any defense arising by reason of
any disability or other defense of the Borrowers or any other guarantor, or the
cessation from any cause whatsoever (including any act or omission of any
Secured Party) of the liability of the Borrowers; (b) any defense based on any
claim that Holdings’ obligations exceed or are more burdensome than those of the
Borrowers; (c) the benefit of any statute of limitations affecting Holdings’
liability hereunder; (d) any right to proceed against the Borrowers, proceed
against or exhaust any security for the Obligations, or pursue any other remedy
in the power of any Secured Party whatsoever; (e) any benefit of and any right
to participate in any security now or hereafter held by any Secured Party; and
(f) to the fullest extent permitted by law, any and all other defenses or
benefits that may be derived from or afforded by applicable law limiting the
liability of or exonerating guarantors or sureties.  Holdings
expressly waives all setoffs and counterclaims and all presentments, demands for
payment or performance, notices of nonpayment or nonperformance, protests,
notices of protest, notices of dishonor and all other notices or demands of any
kind or nature whatsoever with respect to the Obligations, and all notices of
acceptance of this Guaranty or of the existence, creation or incurrence of new
or additional Obligations.




10.04.  Obligations
Independent.The obligations of Holdings hereunder are those
of primary obligor, and not merely as surety, and are independent of the
Obligations and the obligations of any other guarantor, and a separate action
may be brought against Holdings to enforce this Guaranty whether or not the
Borrowers or any other person or entity is joined as a party.




10.05.  Subrogation.Holdings
shall not exercise any right of subrogation, contribution, indemnity,
reimbursement or similar rights with respect to any payments it makes under this
Guaranty until all of the Obligations and any amounts payable under this
Guaranty have been indefeasibly paid and performed in full and the Commitments
and the Facilities are terminated.  If any amounts are paid to
Holdings in violation of the foregoing limitation, then such amounts shall be
held in trust for the benefit of the Secured Parties and shall forthwith be paid
to the Secured Parties to reduce the amount of the Obligations, whether matured
or unmatured.




10.06.  Termination;
Reinstatement.This Guaranty is a continuing and irrevocable
guaranty of all Obligations now or hereafter existing and shall remain in full
force and effect until all Obligations and any other amounts payable under this
Guaranty are indefeasibly paid in full in cash and the Commitments and the
Facilities with respect to the Obligations are
terminated.  Notwithstanding the foregoing, this Guaranty shall
continue in full force and effect or be revived, as the case may be, if any
payment by or on behalf of the Borrowers or Holdings is made, or any of the
Secured Parties exercises its right of setoff, in respect of the Obligations and
such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by any of the Secured Parties
in their discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Laws or otherwise, all as
if such payment had not been made or such setoff had not occurred and whether or
not the Secured Parties are in possession of or have released this Guaranty and
regardless of any prior revocation, rescission, termination or
reduction.  The obligations of Holdings under this paragraph shall
survive termination of this Guaranty.




10.07.  Subordination.Holdings
hereby subordinates the payment of all obligations and indebtedness of the
Borrowers owing to Holdings, whether now existing or hereafter arising,
including but not limited to any obligation of the Borrowers to Holdings as
subrogee of the Secured Parties or resulting from Holdings’ performance under
this Guaranty, to the indefeasible payment in full in cash of all
Obligations.  If the Secured Parties so request, any such obligation
or indebtedness of the Borrowers to Holdings shall be enforced and performance
received by Holdings as trustee for the Secured Parties and the proceeds thereof
shall be paid over to the Secured Parties on account of the Obligations, but
without reducing or affecting in any manner the liability of Holdings under this
Guaranty.




10.08.  Stay of Acceleration.If acceleration
of the time for payment of any of the Obligations is stayed, in connection with
any case commenced by or against Holdings or the Borrowers under any Debtor
Relief Laws, or otherwise, all such amounts shall nonetheless be payable by
Holdings immediately upon demand by the Secured Parties.




10.09.  Condition of
Borrowers.Holdings acknowledges and agrees that it has the
sole responsibility for, and has adequate means of, obtaining from the Borrowers
and any other guarantor such information concerning the financial condition,
business and operations of the Borrowers and any such other guarantor as
Holdings requires, and that none of the Secured Parties has any duty, and
Holdings is not relying on the Secured Parties at any time, to disclose to
Holdings any information relating to the business, operations or financial
condition of the Borrowers or any other guarantor (Holdings waiving any duty on
the part of the Secured Parties to disclose such information and any defense
relating to the failure to provide the same).




ARTICLE
XI.




MISCELLANEOUS




11.01.  Amendments, Etc.  No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrowers or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrowers or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such
amendment, waiver or consent shall:




(a)  waive any
condition set forth in Section 4.01 (other
than Section
4.01(b)(i)or (c)), or, in the case
of the initial Credit Extension, Section 4.02,
without the written consent of each Lender;




(b)  without
limiting the generality of clause (a) above,
waive any condition set forth in Section 4.02 as to
any Credit Extension without the written consent of the Required Revolving
Lenders;




(c)  extend or
increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section
8.02) without the written consent of such Lender;




(d)  postpone
any date fixed by this Agreement or any other Loan Document for (i) any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts
due to the Lenders (or any of them) hereunder or under such other Loan Document
without the written consent of each Lender entitled to such payment or (ii) any
scheduled reduction of any Facility hereunder or under any other Loan Document
without the written consent of each Appropriate Lender;




(e)  reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (v) of the
second proviso to this Section 11.01) any
fees or other amounts payable hereunder or under any other Loan Document, or
change the manner of computation of any financial ratio (including any change in
any applicable defined term) used in determining the Applicable Rate that would
result in a reduction of any interest rate on any Loan or any fee payable
hereunder without the written consent of each Lender entitled to such amount;
provided, however, that only
the consent of the Required Lenders shall be necessary to amend the definition
of “Default Rate” or to waive any obligation of the Borrowers to pay interest or
Letter of Credit Fees at the Default Rate;




(f)  change
(i) Section
8.03 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender or (ii) the order of
application of any reduction in the Commitments or any prepayment of Loans among
the Facilities from the application thereof set forth in the applicable
provisions of Section 2.05(b)
or 2.06(b),
respectively, in any manner that materially and adversely affects the Lenders
under a Facility without the written consent of (i) if such Facility is the
Term Facility, the Required Term Lenders and (ii)  if such Facility is the
Revolving Credit Facility, the Required Revolving Lenders;




(g)  change
(i) any provision of this Section 11.01 or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder (other
than the definitions specified in clause (ii) of this Section 11.01(g)),
without the written consent of each Lender or (ii) the definition of “Required
Revolving Lenders” or “Required Term Lenders,” without the written consent of
each Lender under the applicable Facility;




(h)  change
(i) the definition of “Loan Value” or “Vessel” (except in connection with the
inclusion of an additional Vessel in connection with addition of a new Borrower
pursuant to the terms of Section 2.14 herein)
or (ii) increase the percentage advance rates or make any other amendments or
modifications to this Agreement which would allow additional loans or extensions
of credit to be made under this Agreement against the same Vessels or add any
new asset classes (i.e., types of property, other than vessels) to the
definition of Loan Value, in each case, without the written consent of each
Lender;




(i)  release
all or substantially all of the Collateral in any transaction or series of
related transactions, without the written consent of each Lender;




(j)  release
all or substantially all of the value of any Guaranty, without the written
consent of each Lender; or




(k)  impose
any greater restriction on the ability of any Lender under a Facility to assign
any of its rights or obligations hereunder without the written consent of (i) if
such Facility is the Term Facility, the Required Term Lenders and (ii) if such
Facility is the Revolving Credit Facility, the Required Revolving
Lenders;




and provided, further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Lenders required above, affect the rights or duties of
the L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Swing Line Lender in addition
to the Lenders required above, affect the rights or duties of the Swing Line
Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless
in writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; (iv) Section 11.06(h) may
not be amended, waived or otherwise modified without the consent of each
Granting Lender all or any part of whose Loans are being funded by an SPC at the
time of such amendment, waiver or other modification; and (v) the Fee Letter may
be amended, or rights or privileges thereunder waived, in a writing executed
only by the parties thereto.  Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such
Lender may not be increased or extended without the consent of such
Lender.




If any
Lender does not consent to a proposed amendment, waiver, consent or release with
respect to any Loan Document that requires the consent of each Lender and that
has been approved by the Required Lenders, the Borrowers may replace such
non-consenting Lender in accordance with Section 11.13; provided that such
amendment, waiver, consent or release can be effected as a result of the
assignment contemplated by such Section (together with all other such
assignments required by the Borrowers to be made pursuant to this
paragraph).




11.02.  Notices; Effectiveness; Electronic
Communications, Etc.  (a)  Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection
(b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopier as follows, and all
notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as
follows:




(i)  if to
Holdings, the Borrowers, the other Loan Parties, the Administrative Agent, the
L/C Issuer or the Swing Line Lender, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule 11.02;
and




(ii)  if to any
other Lender, to the address, telecopier number, electronic mail address or
telephone number specified in its Administrative Questionnaire.




Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to
the extent provided in subsection (b) below shall be effective as provided in
such subsection
(b).




(b)  Electronic
Communications.  Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to
Article II if
such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent or the Borrowers may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.




Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.




(c)  The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to Holdings, the Borrowers, any Lender, the L/C Issuer or any
other Person for losses, claims, damages, liabilities or expenses of any kind
(whether in tort, contract or otherwise) arising out of the Borrowers’ or the
Administrative Agent’s transmission of Borrower Materials through the Internet,
except to the extent that such losses, claims, damages, liabilities or expenses
are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to Holdings, the Borrowers, any
Lender, the L/C Issuer or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual
damages).




(d)  Change of Address,
Etc.  Each of Holdings, the Borrowers, the other Loan Parties,
the Administrative Agent, the L/C Issuer and the Swing Line Lender may change
its address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto.  Each other Lender
may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the Borrowers, the Administrative Agent,
the L/C Issuer and the Swing Line Lender.  In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices
and other communications may be sent and (ii) accurate wire instructions for
such Lender.  Furthermore, each Public Lender agrees to cause at least
one individual at or on behalf of such Public Lender to at all times have
selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and
applicable Law, including United States Federal and state securities Laws, to
make reference to Borrower Materials that are not made available through the
“Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrowers or their securities for
purposes of United States Federal or state securities laws.




(e)  Reliance by Administrative
Agent, L/C Issuer and Lenders.The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Committed Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of the Borrowers even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrowers shall, jointly and severally, indemnify the
Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the
Borrowers.  All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.




(f)  Closing
Documents.  The Administrative Agent agrees to deliver to each
Lender signatory to this Agreement as of the Closing Date copies of the
documents executed and/or delivered by the Loan Parties pursuant to Section 4.01
following the Closing Date.  The Lenders agree such documents may be
delivered by electronic transmission, via compact disk or as otherwise mutually
agreed to by the Administrative Agent and the applicable Lender.




11.03.  No Waiver; Cumulative
Remedies.  No failure by any Lender, the L/C Issuer or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder or under any other Loan Document
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided, and provided under each other Loan Document, are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by
law.




11.04.  Expenses; Indemnity; Damage
Waiver.  (a)  Costs and
Expenses.  The Borrowers shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the
L/C Issuer in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
L/C Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and
time charges for attorneys who may be employees of the Administrative Agent, any
Lender or the L/C Issuer, in connection with the enforcement or protection of
its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.




(b)  Indemnification by the
Borrowers.  The Borrowers shall, jointly and severally,
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
the L/C Issuer, and each Related Party of any of the foregoing Persons (each
such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements
of any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all fees and time charges and disbursements for attorneys who
may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by any Borrower or any other Loan
Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, or, in the case
of the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents,
(ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by any Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to any
Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing
(including, without limitation, any Environmental Action), whether based on
contract, tort or any other theory, whether brought by a third party or by any
Borrower or any other Loan Party or any of the Borrowers’ or such Loan Party’s
directors, shareholders or creditors, and regardless of whether any Indemnitee
is a party thereto, in all cases, whether or not caused by or arising, in whole
or in part, out of the comparative, contributory or sole negligence of the
Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrowers or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrowers or such Loan Party
has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.




(c)  Reimbursement by
Lenders.  To the extent that the Borrowers for any reason fails
to indefeasibly pay any amount required under subsection (a)
or (b) of
this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
such capacity.  The obligations of the Lenders under this subsection (c)
are subject to the provisions of Section 2.12(d).




(d)  Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, the Borrowers shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof.  No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed to such unintended recipients by
such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.




(e)  Payments.  All
amounts due under this Section shall be payable not later than ten Business Days
after demand therefor.




(f)  Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.




11.05.  Payments Set
Aside.  To the extent that any payment by or on behalf of the
Borrowers is made to the Administrative Agent, the L/C Issuer or any Lender, or
the Administrative Agent, the L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per
annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.




11.06.  Successors and
Assigns.  (a)  Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither the Borrowers nor
any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the
provisions of Section
11.06(b), (ii) by way of participation in accordance with the provisions
of Section
11.06(d), (iii) by way of pledge or assignment of a security interest
subject to the restrictions of Section 11.06(f), or
(iv) to an SPC in accordance with the provisions of Section 11.06(h) (and
any other attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection
(d) of this Section and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the L/C Issuer and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.




(b)  Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment(s) and the Loans (including for
purposes of this Section 11.06(b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided
that any such assignment shall be subject to the following
conditions:




(i)  Minimum
Amounts.




(A)  in the
case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment under any Facility and the Loans at the time owing to it under such
Facility or in the case of an assignment to a Lender, an Affiliate of a Lender
or an Approved Fund, no minimum amount need be assigned; and




(B)  in any
case not described in subsection (b)(i)(A) of this Section, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder)
or, if the Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000, in the case of any assignment in respect of the Revolving Credit
Facility, or $1,000,000, in the case of any assignment in respect of either Term
Facility, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrowers otherwise consent (each
such consent not to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;




(ii)  Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not
(A) apply to the Swing Line Lender’s rights and obligations in respect of Swing
Line Loans or (B) prohibit any Lender from assigning all or a portion of its
rights and obligations among separate Facilities on a non-pro rata
basis;




(iii)  Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B)
of this Section and, in addition:




(A)  the
consent of the Borrowers (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund;




(B)  the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of (i) any
Term Commitment or Revolving Credit Commitment if such assignment is to a Person
that is not a Lender with a Commitment in respect of the applicable Facility, an
Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii)
any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an
Approved Fund; and




(C)  the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and




(D)  the
consent of the Swing Line Lender (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment in respect of the Revolving
Credit Facility.




(iv)  Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.




(v)  No Assignment to
Borrowers.  No such assignment shall be made to any Borrower or
any of the Borrowers’ Affiliates or Subsidiaries.




(vi)  No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.




Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c)
of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to
facts and circumstances occurring prior to the effective date of such
assignment).  Upon request, the Borrowers (at their expense) shall
execute and deliver a Note to the assignee Lender.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with Section
11.06(d).




(c)  Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrowers, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrowers and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.




(d)  Participations.  Any
Lender may at any time, without the consent of, or notice to, any Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or any Borrower or any of the Borrowers’ Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.  Any agreement
or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 11.01 that
affects such Participant.  Subject to subsection (e) of
this Section, the Borrowers agree that each Participant shall be entitled to the
benefits of Sections 3.01,
3.04 and 3.05to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
Section
11.06(b).  To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 11.08as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.




(e)  Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.01 or 3.04than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrowers’ prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01
unless the Borrowers are notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrowers, to comply with
Section 3.01(e)
as though it were a Lender.




(f)  Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.




(g)  Electronic Execution of
Assignments.  The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.




(h)  Special Purpose Funding
Vehicles.Notwithstanding anything
to the contrary contained herein, any Lender (a “Granting Lender”) may
grant to a special purpose funding vehicle identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and the
Borrowers (an “SPC”) the option to
provide all or any part of any Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to fund any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all
or any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof or, if it fails to do so, to make such payment
to the Administrative Agent as is required under Section
2.12(b)(ii).  Each party hereto hereby agrees that (i) neither
the grant to any SPC nor the exercise by any SPC of such option shall increase
the costs or expenses or otherwise increase or change the obligations of the
Borrowers under this Agreement (including its obligations under Section 3.04), (ii)
no SPC shall be liable for any indemnity or similar payment obligation under
this Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or other
modification of any provision of any Loan Document, remain the lender of record
hereunder.  The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were
made by such Granting Lender.  In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior debt of any
SPC, it will not institute against, or join any other Person in instituting
against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or
liquidation proceeding under the laws of the United States or any State
thereof.  Notwithstanding anything to the contrary contained herein,
any SPC may (i) with notice to, but without prior consent of the Borrowers and
the Administrative Agent and with the payment of a processing fee in the amount
of $3,500, assign all or any portion of its right to receive payment with
respect to any Loan to the Granting Lender and (ii) disclose on a confidential
basis any non-public information relating to its funding of Loans to any rating
agency, commercial paper dealer or provider of any surety or Guarantee or credit
or liquidity enhancement to such SPC.




(i)  Resignation as L/C Issuer or
Swing Line Lender after Assignment.  Notwithstanding anything
to the contrary contained herein, if at any time Bank of America assigns all of
its Revolving Credit Commitments and Revolving Credit Loans pursuant to Section 11.06(b),
Bank of America may, (i) upon 30 days’ notice to the Borrowers and the Lenders,
resign as L/C Issuer and/or (ii) upon30 days’ notice to the
Borrowers, resign as Swing Line Lender.  In the event of any such
resignation as L/C Issuer or Swing Line Lender, the Borrowers shall be entitled
to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender
hereunder; provided, however, that no
failure by the Borrowers to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case
may be.  If Bank of America resigns as L/C Issuer, it shall retain all
the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section
2.04(c).  Upon the appointment of a successor L/C Issuer and/or
Swing Line Lender, (a) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring L/C Issuer or
Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.




11.07.  Treatment of Certain Information;
Confidentiality.  Each of the Administrative Agent, the Lenders
and the L/C Issuer agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its
Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, advisors and representatives (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrowers and their obligations, (g) with
the consent of the Borrowers or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent, any Lender,
the L/C Issuer or any of their respective Affiliates on a nonconfidential basis
from a source other than the Borrowers.




For
purposes of this Section, “Information” means
all information received from any Loan Party or any Subsidiary thereof relating
to any Loan Party or any Subsidiary thereof or their respective businesses,
other than any such information that is available to the Administrative Agent,
any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by
any Loan Party or any Subsidiary thereof, provided that, in the
case of information received from a Loan Party or any such Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.




Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a)
the Information may include material non-public information concerning the
Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance
procedures regarding the use of material non-public information and (c) it will
handle such material non-public information in accordance with applicable Law,
including Federal and state securities Laws.




11.08.  Right of Setoff.  If
an Event of Default shall have occurred and be continuing, each Lender, the L/C
Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, after obtaining the prior written consent of the
Administrative Agent, to the fullest extent permitted by applicable law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of the
Borrowers or any other Loan Party against any and all of the obligations of the
Borrowers or such Loan Party now or hereafter existing under this Agreement or
any other Loan Document to such Lender or the L/C Issuer, irrespective of
whether or not such Lender or the L/C Issuer shall have made any demand under
this Agreement or any other Loan Document and although such obligations of the
Borrowers or such Loan Party may be contingent or unmatured or are owed to a
branch or office of such Lender or the L/C Issuer different from the branch or
office holding such deposit or obligated on such indebtedness.  The
rights of each Lender, the L/C Issuer and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender, the L/C Issuer or their respective Affiliates may
have.  Each Lender and the L/C Issuer agrees to notify the
Administrative Borrower and the Administrative Agent promptly after any such
setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.




11.09.  Interest Rate
Limitation.  Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted
by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrowers.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.




11.10.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof.  Except as provided in
Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.




11.11.  Survival of Representations and
Warranties.  All representations and warranties made hereunder
and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and
delivery hereof and thereof.  Such representations and warranties have
been or will be relied upon by the Administrative Agent and each Lender,
regardless of any investigation made by the Administrative Agent or any Lender
or on their behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default at the time of any Credit
Extension, and shall continue in full force and effect as long as any Loan or
any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter
of Credit shall remain outstanding.




11.12.  Severability.  If
any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.




11.13.  Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or if
the Borrowers are required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, if any
Lender is a Defaulting Lender or if any other circumstance exists hereunder that
gives the Borrowers the right to replace a Lender as a party hereto, then the
Borrowers may, at their sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 11.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided
that:




(a)  the
Borrowers shall have paid to the Administrative Agent the assignment fee
specified in Section
11.06(b);




(b)  such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrowers (in the case of all other amounts);




(c)  in the
case of any such assignment resulting from a claim for compensation under Section 3.04 or
payments required to be made pursuant to Section 3.01,
such assignment will result in a reduction in such compensation or payments
thereafter; and




(d)  such
assignment does not conflict with applicable Laws.




A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrowers to require such assignment and delegation cease to
apply.




11.14.  Governing Law; Jurisdiction;
Etc.  (a)  GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING THE LAWS APPLICABLE
TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW
§5-1401 AND §5-1402 ).




(b)  SUBMISSION TO
JURISDICTION.  THE BORROWERS, THE ADMINISTRATIVE BORROWER AND
EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND
ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF
THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWERS, THE ADMINISTRATIVE
BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.




(c)  WAIVER OF
VENUE.  THE BORROWERS, THE ADMINISTRATIVE BORROWER AND EACH
OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.




(d)  SERVICE OF
PROCESS.  EACH LOAN PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02
AND APPOINTS CARDILLO & CORBETT, WITH AN OFFICE AT 29 BROADWAY, NEW YORK,
NEW YORK 10006, AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF COPIES OF
SUMMONS AND COMPLAINTS AND ANY OTHER PROCESS THAT MAY BE SERVED IN ANY ACTION OR
PROCEEDING.  IF THE APPOINTMENT OF CARDILLO & CORBETT AS AGENT
PURSUANT TO THE PRECEDING SENTENCE SHALL AT ANY TIME CEASE TO BE EFFECTIVE AS TO
ANY LOAN PARTY OR CARDILLO & CORBETT SHALL CEASE TO HAVE AN OFFICE IN NEW
YORK COUNTY, EACH LOAN PARTY SHALL IMMEDIATELY APPOINT ANOTHER PERSON HAVING AN
OFFICE IN NEW YORK COUNTY AND OTHERWISE ACCEPTABLE TO THE ADMINISTRATIVE AGENT
TO ACCEPT SERVICE OF PROCESS ON ITS BEHALF.  THE ADMINISTRATIVE AGENT
AND EACH LENDER IRREVOCABLE CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION
11.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.




11.15.  Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.




11.16.  No Advisory or Fiduciary
Responsibility.In connection with all
aspects of each transaction contemplated hereby (including in connection with
any amendment, waiver or other modification hereof or of any other Loan
Document), each Borrower and Holdings acknowledge and agree, and acknowledge
their Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Arranger
are arm’s-length commercial transactions between the Borrowers, Holdings and
their respective Affiliates, on the one hand, and the Administrative Agent and
the Arranger on the other hand, (B) each Borrower and Holdings have consulted
their own legal, accounting, regulatory and tax advisors to the extent they have
deemed appropriate, and (C) each Borrower and Holdings is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent and the Arranger each is and has been acting solely as a principal and,
except as expressly agreed in writing by the relevant parties, has not been, is
not, and will not be acting as an advisor, agent or fiduciary for the Borrowers,
Holdings or any of their respective Affiliates, or any other Person and (B)
neither the Administrative Agent nor the Arranger has any obligation to the
Borrowers, Holdings or any of their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent and
the Arranger and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrowers,
Holdings and their respective Affiliates, and neither the Administrative Agent
nor the Arranger has any obligation to disclose any of such interests to the
Borrowers, Holdings or any of their respective Affiliates.  To the
fullest extent permitted by law, each Borrower and Holdings hereby waive and
release any claims that it may have against the Administrative Agent and the
Arranger with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated hereby.




11.17.  USA PATRIOT Act
Notice.  Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrowers that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”), it
is required to obtain, verify and record information that identifies each Loan
Party, which information includes the name and address of each Loan Party and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify each Loan Party in accordance with the Act.




11.18.  Time of the
Essence.Time is of the essence of the Loan
Documents.




11.19.  ENTIRE
AGREEMENT.THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.




11.20.  TBS Shipping Services Inc. as
Administrative Borrower.Each Borrower hereby
irrevocably appoints TBS Shipping Services Inc., a New York corporation, as the
borrowing agent and attorney-in-fact for all Borrowers (the “Administrative
Borrower”) which appointment shall remain in full force and effect unless
and until Administrative Agent shall have received prior written notice signed
by each Borrower that such appointment has been revoked and that another
Borrower has been appointed Administrative Borrower.  Each Borrower
hereby irrevocably appoints and authorizes the Administrative Borrower (i) to
provide Administrative Agent with all notices with respect to Credit Extensions
obtained for the benefit of any Borrower and all other notices and instructions
under this Agreement and (ii) to take such action as the Administrative Borrower
deems appropriate on its behalf to obtain Credit Extensions and to exercise such
other powers as are reasonably incidental thereto to carry out the purposes of
this Agreement.  It is understood that the handling of the Collateral
of Borrowers in a combined fashion, as more fully set forth herein, is done
solely as an accommodation to Borrowers in order to utilize the collective
borrowing powers of Borrowers in the most efficient and economical manner and at
their request, and that Secured Parties shall not incur liability to any
Borrower as a result thereof.  Each Borrower expects to derive
benefit, directly or indirectly, from the handling of the Collateral in a
combined fashion since the successful operation of each Borrower is dependent on
the continued successful performance of the integrated group.  To
induce the Secured Parties to do so, and in consideration thereof, each Borrower
hereby jointly and severally agrees to indemnify each Secured Party and hold
each Secured Party harmless against any and all liability, expense, loss or
claim of damage or injury, made against the Secured Parties by any Borrower or
by any third party whosoever, arising from or incurred by reason of (a) the
handling of the Collateral of Borrowers as herein provided, (b) the Secured
Party’s relying on any instructions of the Administrative Borrower, or (c) any
other action taken by the Secured Parties hereunder or under the other Loan
Documents, except that Borrowers will have no liability to such Secured Party
under this Section
11.20 with respect to any liability that has been finally determined by a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Secured Party.









ARTICLE
XII.




TRANSITIONAL
ARRANGEMENTS




12.01.  Existing Credit Agreement
Superseded.




On the
Closing Date, this Agreement shall supersede the Existing Credit Agreement in
its entirety, except as provided in this Article XII.  On the Closing
Date, the rights and obligations of the parties evidenced by the Existing Credit
Agreement shall be evidenced by this Agreement and the other Loan Documents, the
Existing Letters of Credit shall be converted into Letters of Credit under this
Agreement, and the Commitments hereunder shall be set to achieve the Applicable
Percentages and Commitments set forth on Schedule 2.01(a)
hereto.  In the event that any payment made by the Borrowers under the
Existing Credit Agreement must be disgorged or otherwise returned by any Lender
thereunder, such Lender shall be entitled to the benefits of the Existing Credit
Agreement and the Borrower and all Guarantors shall be unconditionally obligated
to repay the same along with any applicable interest.  This Agreement
represents a modification, and not a novation, of the credit facility under the
Existing Credit Agreement.





12.02.  Interest and Fees under Superseded
Agreement.




All
interest and fees and expenses, if any, owing or accruing under or in respect of
the Existing Credit Agreement through the Closing Date shall be calculated as of
the Closing Date (pro rated in the case of any fractional periods), and shall be
paid on the Closing Date.  Commencing on the Closing Date, the fees
hereunder shall be payable by the Borrowers to the Administrative Agent for the
account of the Lenders in accordance with Section 2.09.


IN WITNESS WHEREOF,the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.




BORROWERS:                                                                ALBEMARLE
MARITIME CORP.


ARDEN
MARITIME CORP.


AVON
MARITIME CORP.


BIRNAM
MARITIME CORP.


BRISTOL
MARITIME CORP.


CHESTER
SHIPPING CORP.


DARBY
NAVIGATION CORP.


DOVER
MARITIME CORP.


FRANKFORT
MARITIME CORP.


ELROD
SHIPPING CORP.


EXETER
SHIPPING CORP.


GLENWOOD
MARITIME CORP.


HANSEN
SHIPPING CORP.


HENLEY
MARITIME CORP.


HUDSON
MARITIME CORP.


MONTROSE
MARITIME CORP.


OLDCASTLE
SHIPPING CORP.


RECTOR
SHIPPING CORP.


REMSEN
NAVIGATION CORP.


SHEFFIELD
MARITIME CORP.


SHERMAN
MARITIME CORP.


STERLING
SHIPPING CORP.


STRATFORD
SHIPPING CORP.


VERNON
MARITIME CORP.


WINDSOR
MARITIME CORP.








By:    /s/ Tara DeMakes


Name:
Tara DeMakes


Title:
Attorney-in-Fact




HOLDINGS:                                                                TBS
INTERNATIONAL LIMITED







By:  /s/ Tara
DeMakes


Name: 
Tara DeMakes


Title:
Attorney-in-Fact




ADMINISTRATIVE
BORROWER:                        TBS
SHIPPING SERVICES INC.







By:   /s/ Tara DeMakes


Name:
Tara DeMakes


Title:
Attorney-in-Fact




ADMINISTRATIVE
AGENT:   BANK
OF AMERICA, N.A.




By:  /s/ William J.
Faidell


Name:  William
J. Faidell


Title:    Vice
President




BANK OF AMERICA, N.A., as a
Lender, L/C Issuer and Swing Line Lender




By:   /s/ Judith A.
Huckins


Name:
Judith A. Huckins


Title:
Vice President




DVB GROUP MERCHANT
BANK (ASIA) LTD.,




as
co-Syndication Agent and a Lender






By:    /s/ Evan D.
Cohen


Name:
Evan D. Cohen


Title:Managing Director








By:    /s/ Martijn Van
Tuyl
 Name: Martijn
Van Tuyl
 Title:Vice President








CITIBANK, N.A., as
co-Syndication Agent and a Lender




By:  /s/ Gilbert
Torres


Name:
Gilbert Torres


Title:
Vice President




TD BANKNORTH, N.A., as
Documentation Agent and a Lender






By:  /s/ John
Mercier


Name:
John Mercier


Title:
Senior Vice President




KEYBANK NATIONAL ASSOCIATION,
as a Lender









By: /s/ Steven B.
Vitale


Name:
Steven B. Vitale


Title:
Director




CAPITAL ONE LEVERAGE FINANCE
CORP., as a Lender




By:  /s/ Thomas F. Furst


Name:
Thomas F. Furst


Title:
Vice President




GUARANTY BANK, as a
Lender




By:  /s/ Jeremy Jackson


Name:
Jeremy Jackson


Title:
Vice President






MERRILL LYNCH COMMERCIAL FINANCE
CORP., as a Lender




By:   /s/ Patrick
McCarthy


Name:
Patrick McCarthy


Title:
Vice President




WEBSTER BANK NATIONAL
ASSOCIATION, as a Lender




By:  /s/ Michael P.
McGovern


Name: 
Michael P. McGovern


Title:
Vice President




COMERICA BANK, as a
Lender




By:  /s/ Martin G.
Ellis


Name:
Martin G. Ellis


Title:
Senior Vice President




TRISTATE CAPITAL BANK, as a
Lender






By: /s/ Timothy
A. Merriman


Name:
Timothy A. Merriman


Title:
Senior Vice President









SCHEDULE
2.01(a)




COMMITMENTS




AND
APPLICABLE PERCENTAGES




Lender
            Term
      Commitment
            Revolving
      Credit Commitment
            Term
      Applicable Percentage
            Revolving
      Credit
              Applicable
      PercentageBank
      of America, N.A.
            $21,308,411.00
            $18,691,589.00
            14.95327088%
            14.9532712%DVB
      Group Merchant Bank (Asia) Ltd.
            $21,308,411.00
            $18,691,589.00
            14.95327088%
            14.9532712%Citibank,
      N.A.
            $18,644,860.00
            $16,355,140.00
            13.08411228%
            13.084112%TD
      Banknorth N.A.
            $18,644,860.00
            $16,355,140.00
            13.08411228%
            13.084112%Keybank
      National Association
            $15,981,308.00
            $14,018,692.00
            11.21495298%
            11.2149536%Capital
      One Leverage Finance Corp.
            $10,654,206.00
            $9,345,794.00
            7.476635789%
            7.4766352%Guaranty
      Bank
            $10,654,206.00
            $9,345,794.00
            7.476635789%
            7.4766352%Merrill
      Lynch Commercial Finance Corp.
            $7,990,654.00
            $7,009,346.00
            5.607476491%
            5.6074768%Webster
      Bank National Association
            $6,658,879.00
            $5,841,121.00
            4.672897544%
            4.6728968%Comerica
      Bank
            $5,327,103.00
            $4,672,897.00
            3.738317895%
            3.7383176%Tristate
      Capital Bank
            $5,327,103.00
            $4,672,897.00
            3.738317895%
            3.7383176%Total
            $142,500,000.00
            $125,000,000.00
            100.000000000%
            100.000000000%





SCHEDULE
11.02




ADMINISTRATIVE
AGENT’S OFFICE,




CERTAIN
ADDRESSES FOR NOTICES







HOLDINGS:





TBS
INTERNATIONAL LIMITED


Commerce
Building, One Chancery Lane


Hamilton
HM 12, Bermuda


Telephone: 
(441) 295-9230


Telecopier: 
(441) 295-4957


Electronic Mail:wjcarr@windcrest.bm


Website Address:http://www.tbsship.com


U.S.
Taxpayer Identification Number: 98-0225954





ADMINISTRATIVE
BORROWER AND GUARANTORS:





TBS
SHIPPING SERVICES INC.


612
Grassy Sprain Road


Yonkers,
NY 10710


Attention: 
Ferdinand V. Lepere


Telephone:
914-961-1000


Telecopier:
914-961-5121


Electronic Mail:fvl@nyc.tbsship.com


Website
Address:


U.S.
Taxpayer Identification Number:13-3705134





ALL OTHER
BORROWERS:





P.O. Box
HM 2522


Hamilton
HMGX, Bermuda





ADMINISTRATIVE
AGENT & SWING LINE LENDER:


Administrative Agent’s
Office


(for
payments and Requests for Credit Extensions):


Bank of
America, N.A.


One
Independence Center


N. Tryon
Street


NC1-001-04-39


Charlotte,
NC 28255


Attention:  Melissa
Campbell


Telephone:   704.386.9046


Telecopier:   704.409.0008


Electronic
Mail:  melissa.b.campbell@bankofamerica.com





WIRE
      INSTRUCTIONS


Bank
      Of America, N.A.


Account
      No.:


ABA#
      026009593


Account
      Name: Corporate Credit Services


Ref:  TBS
      International Limited








Other Notices as
Administrative Agent:


Bank of
America, N.A.


Agency
Management


100
Federal Street


Mail
Code: MA5-110-12-12


Boston,
MA 02110


Attention:  William
      Faidell, AVP


Telephone:  617-434-2456


Telecopier:  617-790-1358


Electronic
      Mail:  william.j.faidell@bankofamerica.com





L/C
      ISSUER:





Bank
      of America, N.A.


Trade
      Operations


One
      Fleet Way


Mail
      Code: PA6-580-02-30


Scranton,
      PA  18507


Attention:  Alfonso
(Al) Malave


Telephone:  570.330.4212


Telecopier:  570.330.4186


Electronic
Mail:  alfonso.malave@bankofamerica.com